Current Report Filing (8-k)
December 22 2017 - 4:33PM
Edgar (US Regulatory)
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): December 19, 2017
Titan Energy, LLC
(Exact name of registrant specified in its charter)
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Delaware
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001-35317
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90-0812516
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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Of Incorporation)
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File Number)
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Identification No.)
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425 Houston Street, Suite 300
Fort Worth, TX 76102
(Address of principal executive offices, zip code)
Registrants telephone number, including area code:
800-251-0171
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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).
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
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Entry into a Material Definitive Agreement
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Limited Waiver Agreement
On December 19, 2017, Titan Energy, LLC (the
Company
), its subsidiary, Titan Energy Operating, LLC (
Titan
Operating
), as borrower, and certain subsidiary guarantors entered into a Limited Waiver Agreement (the
Limited Waiver
) with respect to the Companys 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 Limited Waiver has an effective date of December 8, 2017. Pursuant to the Limited Waiver, the
lenders agreed to a further 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) January 31, 2018, (ii)
the occurrence of additional events of default under the First Lien Facility and (iii) the exercise of remedies under the Companys second lien credit facility (the
Second Lien Facility
).
This summary of the Limited Waiver does not purport to be complete and are subject to, and qualified in its entirety by, the full text of the
Limited Waiver, which is filed as Exhibit 10.1 to this Current Report on Form
8-K.
Standstill Extension
In connection with, and as a condition to, the effectiveness of the Limited Waiver, 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 Companys obligations under the Second Lien
Facility) until February 22, 2018.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01 of this Current Report on Form
8-K
is incorporated by
reference herein.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Limited Waiver, dated effective as of December
8, 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.
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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: December 22, 2017
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TITAN ENERGY, LLC
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By:
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/s/ Jeffrey M. Slotterback
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Name:
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Jeffrey M. Slotterback
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Title:
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Chief Financial Officer
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