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): March 5, 2018
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 |
Limited Waiver Agreement
On March 5, 2018, Titan Energy, LLC (the “Company”), its subsidiary, Titan Energy Operating, LLC (“Titan Operating”), as borrower, and certain subsidiary guarantors entered into the Second Amendment (the “Amendment”) to the Limited Waiver Agreement with respect to the Company’s Third Amended and Restated Credit Agreement, as amended, with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “First Lien Facility”). The Amendment has an effective date of March 1, 2018. Pursuant to the Amendment, the lenders agreed to extend the length of the waiver from February 15, 2018 to March 16, 2018.
This summary of the Amendment does not purport to be complete and are subject to, and qualified in its entirety by, the full text of the 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 Amendment, the lenders under the Company’s second lien credit facility (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 April 6, 2018.
| 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 | | Second Amendment to Limited Waiver, dated March 1, 2018, 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.
| | | | | | | | |
| Dated: March 9, 2018 | | | | TITAN ENERGY, LLC |
| | | |
| | | | By: | | /s/ Jeffrey M. Slotterback |
| | | | | | Name: | | Jeffrey M. Slotterback |
| | | | | | Title: | | Chief Financial Officer |
