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 January 13, 2020, the Debtors filed an updated Fourth Amended Joint Chapter
11 Plan of EP Energy Corporation and its Affiliated Debtors (the "Plan") and an
updated Disclosure Statement for Fourth Amended Joint Chapter 11 Plan of
Reorganization of EP Energy Corporation and its Affiliated Debtors (the
"Disclosure Statement") 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 14, 2020, the Bankruptcy Court entered an order
approving the Disclosure Statement. The Plan will become effective if the Plan
receives the requisite approval from holders of claims, the Bankruptcy Court
enters an order confirming the Plan, and the conditions to the effectiveness of
the Plan, as stated therein, are satisfied or waived in accordance with the
terms of the Plan. A hearing to consider confirmation of the Plan is scheduled
to be held before the Bankruptcy Court on February 26, 2020. Capitalized terms
used but not otherwise defined in this Current Report on Form 8-K have the
meanings ascribed to them in the Plan.
As contemplated by the Plan, on February 7, 2020, the Company filed a supplement
to the Plan (the "Plan Supplement") with the Bankruptcy Court, which includes
certain documents related to the Plan and referenced therein, including, among
other things, the (i) forms of organizational documents of the Company to become
effective on the Effective Date, (ii) form of Shareholder Agreement of
Reorganized Debtors, (iii) form of Employee Incentive Plan, (iv) form of Exit
Credit Agreement, (v) schedules of retained causes of action and rejected
contracts, and (vi) form of Claims Oversight Monitor Agreement.
The foregoing description of the Plan Supplement does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the full text
of the Plan Supplement attached hereto as Exhibit 99.1, which is incorporated
herein by reference.
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, 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.
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 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 Securities and Exchange Commission on January 14, 2020, 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.
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