UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 6, 2017
Titan Energy, LLC
(Exact name of registrant specified in its charter)
| | | | |
| Delaware | | 001-35317 | | 90-0812516 |
(State or Other Jurisdiction Of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
425 Houston Street, Suite 300
Fort Worth, TX 76102
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code:800-251-0171
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
First Lien Facility Amendment
On November 6, 2017, Titan Energy, LLC (the “Company”), its subsidiary, Titan Energy Operating, LLC (“Titan Operating”), as borrower, and certain subsidiary guarantors entered into a Fourth Amendment (the “First Lien Amendment”) to the Company’s Third Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “First Lien Facility”). The First Lien Amendment has an effective date of October 31, 2017. The First Lien Amendment confirms the conforming andnon-conforming tranches of the borrowing base at $228.7 million and $30 million, respectively, but requires the Company to take actions (which can include asset sales and equity offerings) to reduce the conforming tranche of the borrowing base to $190 million by December 8, 2017 and to $150 million by August 31, 2018. The maturity date of thenon-conforming tranche of the borrowing base was confirmed as May 1, 2018. The Company is required to use proceeds from asset sales to make prepayments.
Pursuant to the First Lien Amendment, the lenders agreed to a limited waiver of certain existing defaults with respect to financial covenants, required repayments of borrowings and other related matters. The waiver terminates upon the earliest of (i) December 8, 2017, (ii) the occurrence of additional events of default under the First Lien Facility and (iii) the exercise of remedies under the Company’s second lien credit facility (the “Second Lien Facility”).
The First Lien Amendment also requires the Company to hedge at least 50% and 80% of its 2019 projected proved developed producing production by December 31, 2017 and March 31, 2018, respectively.
This summary of the First Lien Amendment does not purport to be complete and are subject to, and qualified in its entirety by, the full text of the First Lien Amendment, which is filed as Exhibit 10.1 to this Current Report on Form8-K.
Standstill Extension
In connection with, and as a condition to, the effectiveness of the First Lien Amendment, the lenders under the Second Lien Facility agreed to extend the standstill period under the intercreditor agreement (during which the lenders under the Second Lien Facility are prevented from pursuing remedies against the collateral securing the Company’s obligations under the Second Lien Facility) until December 29, 2017.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form8-K is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
Exhibit Number | | Description |
| |
| 10.1 | | Fourth Amendment to Third Amended and Restated Credit Agreement, dated effective as of October 31, 2017, among Titan Energy Operating, LLC, as borrower, Titan Energy, LLC, as parent, the subsidiary guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Dated: November 8, 2017 | | TITAN ENERGY, LLC |
| | |
| | By: | | /s/ Jeffrey M. Slotterback |
| | Name: | | Jeffrey M. Slotterback |
| | Title: | | Chief Financial Officer |
