Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on October 3, 2019, EP Energy Corporation (together
with EP Energy LLC, the "Company"), and certain of its direct and indirect
subsidiaries (collectively with the Company, the "Debtors") filed voluntary
petitions (the "Chapter 11 Cases") in the United States Bankruptcy Court for the
Southern District of Texas (the "Bankruptcy Court") seeking relief under chapter
11 of title 11 of the United States Code (the "Bankruptcy Code"). The Chapter 11
Cases are being jointly administered under the caption "In re: EP Energy
Corporation, et al., Case No. 19-35654." Court filings and other information
related to the Chapter 11 Cases are available at the website administered by the
claims agent, Prime Clerk, at https://cases.primeclerk.com/EPEnergy.
In connection with the Chapter 11 Cases and pursuant to an order of the
Bankruptcy Court entered on November 25, 2019 (the "Order"), EP Energy LLC
entered into a Senior Secured Superpriority Debtor-In-Possession Credit
Agreement (the "DIP Credit Agreement") with JPMorgan Chase Bank, N.A., as
administrative agent and the lenders under EP Energy LLC's prepetition reserve
based credit facility (the "Prepetition RBL Facility") which are party thereto
as lenders (the "DIP Lenders").
Under the DIP Credit Agreement and the Order, a portion of the Prepetition RBL
Facility was converted into commitments under the DIP Credit Agreement which
provides for a $314,710,456 debtor-in-possession senior secured superpriority
revolving credit facility (the "DIP Facility", and the loans thereunder, the
"DIP Loans"), and which includes a letter of credit sublimit of $50,000,000.
The Debtors have received an underwritten commitment from the DIP Lenders to
convert their DIP Loans and their remaining claims under the Prepetition RBL
Facility into a $629,420,912 exit senior secured reserve-based revolving credit
facility subject to certain conditions set forth therein, which will be
evidenced by a senior secured revolving credit agreement, by and among EP Energy
LLC, as borrower, the lenders party thereto from time to time, and JPMorgan
Chase Bank, N.A., as administrative agent.
EP Energy LLC will use the proceeds of the DIP Facility for, among other things,
(i) the acquisition, development and exploration of oil and gas properties, for
working capital and general corporate purposes, (ii) the payment of professional
fees as provided for in the Order, (iii) the payment of expenses incurred in the
administration of the Chapter 11 Cases or as permitted by the certain orders and
(iv) payments due thereunder or under the Order.
The maturity date of the DIP Facility is the earlier of (a) November 25, 2020,
(b) the effective date of an "Acceptable Plan of Reorganization" (as defined in
the DIP Credit Agreement), (c) the closing of a sale of substantially all of the
equity or assets of EP Energy LLC (unless consummated pursuant to an Acceptable
Plan of Reorganization), or (d) the termination of the DIP Facility during the
continuation of an event of default.
The DIP Loans will bear interest at a rate per annum equal to (i) adjusted LIBOR
plus an applicable margin of 3.50% or (ii) an alternative base rate plus an
applicable margin of 2.50%, in each case, as selected by EP Energy LLC. Any
undrawn delayed draw term loans will be subject to an undrawn fee at a rate per
annum equal to 0.50%.
The DIP Facility is secured by a senior secured superpriority perfected security
interest on substantially all assets of EP Energy LLC and any subsidiary
guarantors. The security interests and liens
are further subject to certain carve-outs and permitted liens, as set forth in
the DIP Credit Agreement and the Order.
The foregoing description of the DIP Credit Agreement is qualified by reference
to the full text of the Order and of such agreement, a copy of which is filed
herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation.
The information set forth under Item 1.01 regarding the DIP Credit Agreement is
incorporated by reference into this Item 2.03.
This Current Report on Form 8-K includes certain forward-looking statements
within the meaning of Section 27A of the Securities Act, and Section 21E of the
Exchange Act. Such statements are subject to risks and uncertainties that could
cause results to differ materially from the Company's expectations, including
the following: risks and uncertainties relating to the Chapter 11 Cases,
including but not limited to, the Company's ability to obtain Bankruptcy Court
approval with respect to motions in the Chapter 11 Cases, the effects of the
Chapter 11 Cases on the Company and on the interests of various constituents,
Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter
11 Cases in general, the length of time the Company will operate under the
Chapter 11 Cases, risks associated with third-party motions in the Chapter 11
Cases, the potential adverse effects of the Chapter 11 Cases on the Company's
liquidity or results of operations; the ability of the Company to comply with
the terms of the that certain Plan Support Agreement, dated as of October 18,
2019 (as may be amended from time to time, the "PSA"), that certain Backstop
Agreement, dated as of October 18, 2019 (as may be amended from time to time)
and/or the DIP Credit Agreement; the ability of the Company to obtain requisite
support for the Chapter 11 plan contemplated under the PSA (the "Plan") from
various stakeholders; the ability of the Company to confirm and consummate the
Plan in accordance with the terms of the PSA; the uncertainty as to when or
whether the effective date of the Plan will occur; the effects of disruption
from the Chapter 11 Cases making it more difficult to maintain business and
operational relationships, to retain key executives and to maintain various
licenses and approvals necessary for the Company to conduct its business; the
consequences of the acceleration of the Company's debt obligations; risks
related to the trading of the Company's securities on the OTC Pink Market; as
well as other risk factors set forth in the Company's Disclosure Statement,
included as Exhibit 99.2 to the Company's Current Report on Form 8-K filed with
the SEC on November 19, 2019, as may be amended from time to time; as well as
the risk factors described in the Company's Annual Report on Form 10-K for the
year ended December 31, 2018, as updated in the Company's subsequently filed
Quarterly Reports on Form 10-Q. While the Company makes these statements in good
faith, neither the Company nor its management can guarantee that anticipated
future results will be achieved. The Company assumes no obligation to publicly
update or revise any forward-looking statements made herein or any other
forward-looking statements made by the Company, whether as a result of new
information, future events, or otherwise. All forward-looking statements
attributable to the Company or persons acting on the Company's behalf are
expressly qualified in their entirety by the foregoing cautionary statements.
All such statements speak only as of the date made, and, except as required by
law, the Company undertakes no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 9.01. Financial Statements and Exhibits.
See Exhibit Index
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