Fs Energy And Power Fund SEC Filings

FS Specialty Lending Fund completed its reorganization on October 28, 2025, converting from a business development company into a closed‑end fund registered under the 1940 Act through a merger into a newly formed Delaware statutory trust. Following the merger, the entity assumed the name FS Specialty Lending Fund.

The Fund intends to seek a listing of its common shares on the New York Stock Exchange in mid‑November; this Proposed Listing is subject to market conditions and board approval, and there is no assurance it will occur on that timeline or at all. The Fund entered into an investment advisory agreement, a fee waiver agreement, and an administration agreement with its Adviser.

Before the Proposed Listing, fees include a base management fee of 1.75% of gross assets and a 20% income incentive fee with a 6.5% hurdle and catch‑up to 8.125% of adjusted capital. After the Proposed Listing, the base management fee is 1.50% of gross assets and the income incentive fee remains 20% with a 6.0% hurdle and catch‑up to 7.5% of net assets. Upon the Proposed Listing, the Adviser will waive 0.15% of the base fee and reduce the income incentive fee to 10%. Concurrently, Franklin Square Holdings acquired EIG’s interest in the Adviser, which became an indirect wholly owned subsidiary and was renamed FS Specialty Lending Advisor, LLC.

FS Specialty Lending Fund announced a cash distribution of $0.6024, payable on or about October 20, 2025 to shareholders of record as of October 17, 2025. The Fund notes that the tax characteristics of distributions will be determined annually and reported on Form 1099-DIV, and that future distributions remain at the Board’s discretion and subject to legal restrictions.

The Fund states distributions may be funded from legally available sources, including borrowings, investment income, and proceeds from asset sales. The Fund also furnished an investor presentation (Exhibit 99.1) related to the expected merger into New FS Specialty Lending Fund and a subsequent expected listing of the successor’s common shares on a national exchange in mid-November 2025, subject to market conditions and final Board approval, with no assurance of completion.

FS Specialty Lending Fund announced steps toward reorganizing into New FS Specialty Lending Fund, a newly organized Delaware statutory trust, and an expected listing of the Successor Fund’s common shares on a national exchange prior to the end of 2025, subject to market conditions and final board approval. The Fund furnished an operational overview as Exhibit 99.1.

Shareholders approved the Reorganization at meetings held on September 26, 2025 and adjourned to October 14, 2025. The company cautioned that there is no assurance the listing will be completed in the expected timeframe or at all, and included forward‑looking statement disclosures outlining factors that could cause outcomes to differ. This communication is not an offer to sell or solicit an offer to buy securities.

FS Specialty Lending Fund reported results of its Special Meeting of Shareholders held on October 14, 2025. Shareholders voted on Proposal 3, as described in the joint proxy statement/prospectus included in an effective registration statement on Form N-14 (File No. 333-286859).

Proposal 3 was approved with 35,549,665 votes for, 945,756 against, and 2,081,379 abstentions. As of the June 30, 2025 record date, 75,917,729.87 common shares of beneficial interest were eligible to vote, and 38,576,800 shares were voted in person or by proxy.

The filing notes this approval occurs in connection with a Reorganization addressed in the N-14 materials. Shareholders were directed to the SEC’s website for free copies of the joint proxy statement/prospectus and related documents.

FS Specialty Lending Fund reported that portfolio company First Brands Group, LLC filed for bankruptcy protection on September 29, 2025. The fund stated it no longer has exposure to First Brands. This update signals that any credit or investment ties to that borrower have been exited or resolved, reducing potential spillover from the bankruptcy to the fund’s portfolio.

FS Specialty Lending Fund disclosed three shareholder votes tied to a planned reorganization with a newly formed successor trust. Shareholders were asked to approve: (1) an amendment to the Fund's Third Amended and Restated Declaration of Trust to eliminate Article XII, (2) an amendment clarifying the shareholder voting standard for a Board-approved merger or reorganization, and (3) the Agreement and Plan of Reorganization dated April 22, 2025 that would combine the Fund with New FS Specialty Lending Fund, a newly formed Delaware statutory trust serving as the successor fund. The filing notes copies of materials are available at www.fsproxy.com and www.sec.gov. The disclosure is procedural and focused on governance and a structural transaction rather than operating results.

FS Specialty Lending Fund filed a current report to share a letter with its shareholders about an unsolicited mini-tender offer made by a third party. In the letter, the Company recommends that shareholders reject this mini-tender offer.

The letter will be mailed to registered shareholders and is included as Exhibit 99.1. The filing is informational and is intended to guide investors’ decisions regarding this specific unsolicited offer.

FS Specialty Lending Fund filed a current report to share a letter with its shareholders about an unsolicited mini-tender offer made by a third party. In the letter, the Company recommends that shareholders reject this mini-tender offer.

The letter will be mailed to registered shareholders and is included as Exhibit 99.1. The filing is informational and is intended to guide investors’ decisions regarding this specific unsolicited offer.