Item 7.01 Regulation FD Disclosure.
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 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.
On November 19, 2019, the Debtors filed a proposed Joint Chapter 11 Plan (as may
be amended, restated or otherwise modified from time to time, the "Plan") and a
proposed Disclosure Statement for Joint Chapter 11 Plan of Reorganization
describing the Plan and the solicitation of votes to approve the same from
certain of the Debtors' creditors with respect to the Chapter 11 Cases.
On December 12, 2019, the Debtors filed an Amended Joint Chapter 11 Plan of EP
Energy Corporation and a Disclosure Statement for Amended Joint Chapter 11 Plan
of Reorganization of EP Energy Corporation and its Affiliated Debtors describing
the Plan and the solicitation of votes to approve the same from certain of the
Debtors' creditors with respect to the Chapter 11 Cases.
On January 2, 2020, the Debtors filed a Second Amended Joint Chapter 11 Plan of
EP Energy Corporation and a Disclosure Statement for Second Amended Joint
Chapter 11 Plan of Reorganization of EP Energy Corporation and its Affiliated
Debtors describing the Plan and the solicitation of votes to approve the same
from certain of the Debtors' creditors with respect to the Chapter 11 Cases.
On January 8, 2020, the Debtors filed a Third Amended Joint Chapter 11 Plan of
EP Energy Corporation and its Affiliated Debtors and a Disclosure Statement for
Third Amended Joint Chapter 11 Plan of Reorganization of EP Energy Corporation
and its Affiliated Debtors describing the Plan and the solicitation of votes to
approve the same from certain of the Debtors' creditors with respect to the
Chapter 11 Cases.
On January 8, 2020, the Debtors filed a Modified Third Amended Joint Chapter 11
Plan of EP Energy Corporation and its Affiliated Debtors and a Modified
Disclosure Statement for Modified Third Amended Joint Chapter 11 Plan of
Reorganization of EP Energy Corporation and its Affiliated Debtors describing
the Plan and the solicitation of votes to approve the same from certain of the
Debtors' creditors with respect to the Chapter 11 Cases.
On January 8, 2020, the Debtors announced that they had reached an agreement in
principle with the Official Committee of Unsecured Creditors (the "Creditors'
Committee") and the Initial Supporting Noteholders (as defined in the Plan)
regarding a settlement of the Creditors' Committee's objections to confirmation
of the Plan.
On January 13, 2020, the Debtors filed a Fourth Amended Joint Chapter 11 Plan of
EP Energy Corporation and its Affiliated Debtors and a Disclosure Statement for
Fourth Amended Joint Chapter 11 Plan of Reorganization of EP Energy Corporation
and its Affiliated Debtors describing the Plan and the solicitation of votes to
approve the same from certain of the Debtors' creditors with respect to the
Chapter 11 Cases.
Also on January 13, 2020, the Debtors filed an updated Fourth Amended Joint
Chapter 11 Plan of EP Energy Corporation and its Affiliated Debtors (as may be
further amended from time to time, the "Fourth Amended Plan") and an updated
Disclosure Statement for Fourth Amended Joint Chapter 11 Plan of Reorganization
of EP Energy Corporation and its Affiliated Debtors (as may be further amended
from time to time, the "Disclosure Statement") describing the Fourth Amended
Plan and the solicitation of votes to approve the same from certain of the
Debtors' creditors with respect to the Chapter 11 Cases.
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On January 14, 2020, the Bankruptcy Court entered an order approving the
Disclosure Statement. The confirmation hearing is scheduled for February 26,
2020.
Information contained in the Fourth Amended Plan and the Disclosure Statement is
subject to change, whether as a result of amendments or supplements to the
Fourth Amended Plan or Disclosure Statement, third-party actions, or otherwise,
and should not be relied upon by any party. Copies of the Fourth Amended Plan
and the Disclosure Statement are attached hereto as Exhibits 99.1 and 99.2,
respectively.
This Current Report on Form 8-K is not a solicitation to accept or reject the
proposed Fourth Amended Plan. Any such solicitation will be made pursuant to and
in accordance with the Disclosure Statement, as may be amended from time to
time, and applicable law, including orders of the Bankruptcy Court.
The Disclosure Statement was amended to, among other things, include a
liquidation analysis and financial projections (collectively, "Analysis and
Projections"). The Analysis and Projections were not prepared with a view toward
compliance with the published guidelines of the Securities and Exchange
Commission or the guidelines established by the Public Company Accounting
Oversight Board and should not be relied upon to make an investment decision
with respect to the Company. The Analysis and Projections do not purport to
present the Company's financial condition in accordance with GAAP. The Company's
independent registered public accounting firm has not examined, compiled or
otherwise applied procedures to the Analysis and Projections and, accordingly,
does not express an opinion or any other form of assurance with respect to the
Analysis and Projections. Any financial projections or forecasts therein or as
otherwise in the Disclosure Statement and the exhibits thereto reflect numerous
assumptions with respect to financial condition, business and industry
performance, general economic, market and financial conditions, and other
matters, all of which are difficult to predict, and many of which are beyond the
Company's control. Accordingly, there can be no assurance that the assumptions
made in preparing such financial projections or forecasts will prove to be
accurate. It is expected that there will be differences between actual and
projected results, and the differences may be material, including due to the
occurrence of unforeseen events occurring subsequent to the preparation of any
financial projections or forecasts. The disclosure of the Analysis and
Projections should not be regarded as an indication that the Company or its
affiliates or representatives consider the Analysis and Projections to be a
reliable prediction of future events, and the Analysis and Projections should
not be relied upon as such. The Analysis and Projections are only estimates and
actual results may vary considerably from the Analysis and Projections. The
statements in the Analysis and Projections speak only as of the date such
statements were made, or any earlier date indicated therein. The Company does
not undertake any obligation to publicly update the Analysis and Projections to
reflect circumstances existing after the date when the Analysis and Projections
were filed with the Bankruptcy Court or to reflect the occurrence of future
events, even in the event that any or all of the assumptions underlying the
Analysis and Projections are shown to be in error. The statements provided in
the Analysis and Projections are subject to all of the cautionary statements and
limitations described herein, therein and under the caption "Forward-Looking
Statements."
In accordance with General Instruction B.2 of Form 8-K, the information being
furnished under this Item 7.01 pursuant to this Current Report on Form 8-K,
including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference into any registration statement or
other document filed by the Company under the Securities Act of 1933, as amended
(the "Securities Act"), or the Exchange Act, except as expressly set forth by
specific reference in such filing.
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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 Plan Support Agreement, dated as of October 18, 2019
(as may be amended from time to time, the "PSA"), that certain Backstop
Commitment Agreement, dated as of October 18, 2019 (as may be amended from time
to time), and/or 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 obtain requisite support for a plan
of reorganization from various stakeholders; the ability of the Company to
confirm and consummate such plan of reorganization in accordance with the terms
of the PSA; the uncertainty as to when or whether the effective date of such
plan of reorganization 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 this Current Report on Form 8-K, 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.
(d) Exhibits.
See Exhibit Index
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