Item 7.01 Regulation FD Disclosure.
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., 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") with
the Bankruptcy Court.
On March 6, 2020, the Bankruptcy Court confirmed the Plan, with the entry of an
order confirming the Plan to be entered in the near future.
EP Energy issued a press release announcing the confirmation of the Plan on
March 6, 2020, a copy of which is attached as Exhibit 99.1 to this Current
Report on Form 8-K (this "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 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 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 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 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 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; risks related to the expected deregistration of the common stock of
EP Energy, 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 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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