Item 7.01 Regulation FD Disclosure.
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 Chapter 11 Cases are being jointly
administered under the caption "In re: EP Energy Corporation, et al., Case No.
19-35654."
On February 28, 2020, the Debtors filed with the Bankruptcy Court their monthly
operating report for the month ending January 31, 2020 (the "Monthly Operating
Report"). The Monthly Operating Report is attached hereto as Exhibit 99.1, and
is incorporated herein by reference. This Current Report on Form 8-K (including
the exhibit hereto) will not be deemed an admission as to the materiality of any
information required to be disclosed solely by Regulation FD. The Monthly
Operating Report and other filings with the Bankruptcy Court related to the
Chapter 11 Cases are available at the website administered by the claims agent,
Prime Clerk, at https://cases.primeclerk.com/EPEnergy. Documents and other
information available on such website are not part of this Current Report on
Form 8-K and shall not be deemed incorporated by reference in this Current
Report on Form 8-K.
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.
Cautionary Statement Regarding the Monthly Operating Report
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of the Company. The Monthly Operating
Report is limited in scope, covers a limited time period and has been prepared
solely for the purpose of complying with the monthly reporting requirements of
the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed
by independent accountants, was not prepared in accordance with generally
accepted accounting principles in the United States, is in a format prescribed
by applicable bankruptcy laws or rules, and is subject to future adjustment and
reconciliation. There can be no assurance that, from the perspective of an
investor or potential investor in the Company's securities, the Monthly
Operating Report is complete. Results set forth in the Monthly Operating Report
should not be viewed as indicative of future results.
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 for Fourth Amended Joint
Chapter 11 Plan of Reorganization of EP Energy Corporation and its Affiliated
Debtors 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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