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): May 17, 2018
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) |
EP ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | | 001-36253 | | 46-3472728 |
(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))
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 Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
o 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. o
Item 7.01 Regulation FD Disclosure.
Notes Offering
On May 17, 2018, EP Energy LLC (“EP Energy”), a wholly-owned subsidiary of EP Energy Corporation, announced that it and its wholly-owned subsidiary, Everest Acquisition Finance Inc., as co-issuer, are offering $1,000.0 million aggregate principal amount of its Senior Secured Notes due 2026 (the “Notes Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain persons in offshore transactions in accordance with Regulation S under the Securities Act.
Each Registrant is disclosing under Item 7.01 of this Current Report on Form 8-K the information attached to this report as Exhibit 99.1, which information is incorporated by reference herein. The information in Exhibit 99.1, portions of which have not been previously reported, is contained in a presentation to investors relating to the Notes Offering.
The information in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not deemed incorporated by reference into any filing under the Securities Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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: May 17, 2018 | By: | /s/ Kyle A. McCuen |
| | Name: | Kyle A McCuen |
| | Title: | Senior Vice President and Chief Financial Officer |
| |
| |
| EP ENERGY CORPORATION |
| | |
| By: | /s/ Kyle A. McCuen |
| | Name: | Kyle A. McCuen |
| | Title: | Senior Vice President and Chief Financial Officer |
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