Item 7.01 Regulation FD Disclosure.
As previously disclosed, on October 3, 2019, EP Energy Corporation (together
with EP Energy LLC, 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 the Fourth Amended Joint Chapter 11 Plan
of EP Energy Corporation and its Affiliated Debtors (ECF No. 685) (the "Plan")
and the Disclosure Statement for Fourth Amended Joint Chapter 11 Plan of
Reorganization of EP Energy Corporation and its Affiliated Debtors (ECF No. 686)
(the "Disclosure Statement") describing the Plan in connection with solicitation
of votes to approve the same from certain of the Debtors' creditors and equity
holders. On January 14, 2020, the Bankruptcy Court entered an order approving
the Disclosure Statement. The Plan will become effective if the Bankruptcy Court
enters an order confirming the Plan, and if the conditions to the effectiveness
of the Plan, as stated therein, are satisfied or waived in accordance with the
terms of the Plan. Capitalized terms used but not otherwise defined in this
Current Report on Form 8-K have the meanings ascribed to them in the Plan.
As contemplated by the Plan, on February 7, 2020, the Company filed a supplement
to the Plan (ECF No. 785) (the "Plan Supplement") with the Bankruptcy Court,
which included certain documents related to the Plan and referenced therein,
including, among other things, the (i) forms of organizational documents of the
Company to become effective on the Effective Date, (ii) form of Shareholder
Agreement of Reorganized Debtors, (iii) form of Employee Incentive Plan, (iv)
form of Exit Credit Agreement, (v) schedules of retained causes of action and
rejected contracts, and (vi) form of Claims Oversight Monitor Agreement.
On February 19, 2020, the Company filed Amended Exhibit H to the Plan Supplement
(ECF No. 878) ("Amended Exhibit H") with the Bankruptcy Court, which reflected a
modification of the Schedule of Rejected Contracts. The foregoing description of
Amended Exhibit H does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the full text of Amended Exhibit H
attached hereto as Exhibit 99.1, which is incorporated herein by reference.
On March 4, 2020, the Company filed Amended Exhibit I to the Plan Supplement
(ECF No. 1008) ("Amended Exhibit I") with the Bankruptcy Court, which reflected
certain changes to the form of Claims Oversight Monitor Agreement. The foregoing
description of Amended Exhibit I does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the full text of Amended
Exhibit I attached hereto as Exhibit 99.2, which is incorporated herein by
reference.
On March 5, 2020, the Company filed Amended Exhibit D to the Plan Supplement
(ECF No. 1013) ("Amended Exhibit D") with the Bankruptcy Court, which reflected
the list of individuals to serve on the Initial Board of Directors of the
Reorganized Debtors after the Effective Date of the Plan. The foregoing
description of Amended Exhibit D does not purport to be complete and is subject
to, and qualified in its entirety by reference to, the full text of Amended
Exhibit D attached hereto as Exhibit 99.3, which is incorporated herein by
reference.
In accordance with General Instruction B.2 of Form 8-K, the information being
furnished under this Item 7.01 pursuant to this Current Report on Form 8-K,
including Exhibits 99.1, 99.2 and 99.3, 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 Current Report on 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 Company's ability to obtain Bankruptcy Court
approval with respect to motions in the Chapter 11 Cases, 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 length of time the Company will operate under the
Chapter 11 Cases, risks associated with third-party motions in the Chapter 11
Cases, 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 confirm and
consummate such Plan in accordance with the terms of the PSA; the uncertainty as
to when or whether the effective date of such Plan will occur; 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 for Fourth Amended Joint Chapter 11 Plan of Reorganization of EP
Energy Corporation and its Affiliated Debtors 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.
© Edgar Online, source Glimpses