UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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): October 31, 2012
EP ENERGY LLC
(Exact name of registrant as specified in its charter)
Delaware | | 333-183815 | | 45-4871021 |
(State of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification Number) |
1001 Louisiana Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 997-1200
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Incremental Facility Agreement to Term Loan Agreement
On October 31, 2012, EP Energy LLC (the “Registrant”) funded $400 million aggregate principal amount of incremental term loans under its term loan facility in the form of new Tranche B-2 Loans pursuant to an incremental facility agreement dated as of October 31, 2012. The new Tranche B-2 Loans bear an interest rate of LIBOR plus 3.50%, with a LIBOR floor of 1.00%, and will mature on April 30, 2019. In connection with the transaction, the Registrant and certain of its subsidiaries entered into a reaffirmation agreement to reaffirm the security under the term loan facility. The Registrant intends to use the net proceeds from the incremental term loans to repay borrowings under its reserve-based revolving facility, as well as for other general corporate purposes.
Item 2.03 Creation of a Direct Financial Obligation
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. | | Description |
10.1 | | Incremental Facility Agreement, dated as of October 31, 2012, to the Term Loan Agreement, dated as of April 24, 2012 and amended by that certain Amendment No. 1 dated as of August 21, 2012, among EP Energy LLC, the lenders from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent. |
| | |
10.2 | | Reaffirmation Agreement, dated as of October 31, 2012, among EP Energy LLC, each Subsidiary Party party thereto and Citibank, N.A., as administrative agent and collateral agent. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EP ENERGY LLC |
| |
Date: November 5, 2012 | By: | /s/ Dane E. Whitehead |
| | Dane E. Whitehead |
| | Executive Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
Exhibit
No. | | Description |
10.1 | | Incremental Facility Agreement, dated as of October 31, 2012, to the Term Loan Agreement, dated as of April 24, 2012 and amended by that certain Amendment No. 1 dated as of August 21, 2012, among EP Energy LLC, the lenders from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent. |
| | |
10.2 | | Reaffirmation Agreement, dated as of October 31, 2012, among EP Energy LLC, each Subsidiary Party party thereto and Citibank, N.A., as administrative agent and collateral agent. |
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