Item 8.01 Other Events.
On October 3, 2019, EP Energy Corporation ("EP Energy", and together with EP
Energy LLC, collectively, 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 Chapter 11 Cases are being jointly
administered under the caption "In re: EP Energy Corporation, et al., Ch. 11
Case No. 19-35654."
On April 24, 2020, EP Energy will file a Form 15 with the SEC to deregister its
Class A Common Stock, $0.01 par value per share ("Common Stock") under Section
12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and suspend its reporting obligations under Section 15(d) of the Exchange Act.
Upon filing the Form 15, EP Energy's obligations to file certain reports and
forms with the SEC, including Forms 10-K, 10-Q and 8-K, will be immediately
suspended. EP Energy expects that deregistration will become effective 90 days
after filing the Form 15. During this 90-day period, EP Energy and certain
beneficial owners of EP Energy's Common Stock will remain subject to the SEC's
proxy rules and beneficial ownership reporting requirements.
Following the filing of the Form 15, shares of Common Stock may continue to be
quoted on the OTC Pink Sheets Market for a limited period, contingent on, among
other things, market makers' demonstrating continued interest. However, there is
no assurance that trading in the Common Stock will continue on the OTC Pink
Sheets Market or any other medium. Following deregistration, EP Energy does not
plan to post current information with the OTC or otherwise make it publicly
available. 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.
Forward-Looking Statements
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 that certain Senior Secured Superpriority Debtor-In-Possession
Credit Agreement, dated as of November 25, 2019, by and among EP Energy LLC,
JPMorgan Chase Bank, N.A. and the lenders under EP Energy LLC's prepetition
reserve based credit facility party thereto as lenders (as may be amended from
time to time); the ability of the Company to successfully negotiate a plan of
reorganization; the ability of the Company to obtain requisite support for a
plan of reorganization from various stakeholders; the ability of the Company to
confirm and consummate such plan of reorganization; the uncertainty as to when
or whether the effective date of such plan of reorganization will occur; risks
related to the expected deregistration of the Common Stock, and the suspension
of our Securities and Exchange Commission reporting obligations; 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 Sheets Market; as well as the risk factors set forth in the Company's
filings with the Securities and Exchange Commission, including the Company's
Annual Report on Form 10-K for the year ended December 31, 2019, 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.
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