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): September 27, 2017
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 Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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).
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 |
On September 27, 2017, Wilmington Trust, National Association, as Second Lien Collateral Agent (the “ Second Lien Agent ”) under Titan Energy, LLC’s (the “ Company ”) second lien credit facility (the “ Second Lien Facility ”), entered into a letter agreement (the “ Extension Letter ”) with Wells Fargo Bank, National Association, as First Lien Collateral Agent under the first lien credit facility (the “ First Lien Facility ”), and the Company. Pursuant to the Extension Letter, the Second Lien Agent agreed to extend the 180-day 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) by an additional 35 days from October 18, 2017 to November 22, 2017. In addition, the extension of the standstill period extends the waiver of certain defaults under the First Lien Facility, which terminates 15 business days prior to the expiration of the standstill period. The parties agreed to extend the standstill period to provide the Company with additional time to negotiate proposed amendments to each of the First Lien Facility and the Second Lien Facility.
This summary of the Extension Letter does not purport to be complete and are subject to, and qualified in its entirety by, the full text of the Extension Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
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: October 2, 2017 | TITAN ENERGY, LLC | |||||
| By: |
/s/ Jeffrey M. Slotterback |
|||||
| Name: | Jeffrey M. Slotterback | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 10.1
[Wilmington Trust letterhead]
September 27, 2017
Wells Fargo Bank, National Association
1000 Louisiana Street, 9th Floor
Houston, Texas 77002
Attn: Bryan McDavid
email: Bryan.M.McDavid@wellsfargo.com
Re: Extension of Standstill Period
Dear Mr. McDavid:
Reference is made to: (i) the Third Amended and Restated Credit Agreement, dated as of September 1, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ First Lien Credit Agreement ”), by and among Titan Energy Operating, LLC, as borrower (the “ Borrower ”), Titan Energy, LLC, as parent (the “ Parent ”), the lenders party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “ First Lien Administrative Agent ”); (ii) the Amended and Restated Second Lien Credit Agreement, dated as of September 1, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Second Lien Credit Agreement ”), by and among the Borrower, the Parent, the lenders party thereto from time to time and Wilmington Trust, National Association, as administrative agent (in such capacity, the “ Second Lien Administrative Agent ”); (iii) the Amended and Restated Intercreditor Agreement, dated as of September 1, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “ Intercreditor Agreement ”), by and among the Borrower, the Parent, each of the other guarantors party thereto, Wells Fargo Bank, National Association, as first lien collateral agent (in such capacity, the “ First Lien Collateral Agent ”), and Wilmington Trust, National Association, as second lien collateral agent (in such capacity, the “ Second Lien Collateral Agent ”); and (iv) the Notice of Events of Default under the Credit Agreement & Reservation of Rights letter, dated April 21, 2017 (the “ Notice of Default ”), by the Second Lien Administrative Agent to the First Lien Administrative Agent. Capitalized terms used in this letter but not otherwise defined herein have the meanings given to such terms in the Intercreditor Agreement.
On April 21, 2017, the Second Lien Administrative Agent delivered the Notice of Default to the First Lien Administrative Agent. Upon delivery of the Notice of Default, pursuant to Section 3.02(a)(i) of the Intercreditor Agreement, a Standstill Period commenced (such Standstill Period, the “ Specified Standstill Period ”). The Specified Standstill Period is scheduled to expire on October 18, 2017.
In order to provide the First Lien Lenders, Second Lien Lenders and the Loan Parties additional time to negotiate the terms of proposed amendments to each of the First Lien Credit Agreement and the Second Lien Credit Agreement, the Second Lien Collateral Agent hereby agrees to extend the Specified Standstill Period by an additional 35 days to November 22, 2017.
The provisions of the First Lien Credit Agreement, the Second Lien Credit Agreement and the Intercreditor Agreement shall remain in full force and effect in accordance with their terms following the effectiveness of this letter agreement (this “ Extension Letter ”), and this Extension Letter shall not constitute a waiver of any provision of the First Lien Credit Agreement, the Second Lien Credit Agreement, the Intercreditor Agreement or any other First Lien Loan Document or Second Lien Loan Documents or Notice of Default, except as expressly provided for herein.
A35055974/1.0/26 Sep 2017
1
This Extension Letter may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Extension Letter by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Extension Letter.
THIS EXTENSION LETTER AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS EXTENSION LETTER AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[Remainder of page intentionally left blank]
If you are in agreement with the foregoing, please indicate acceptance of the terms hereof by signing this Extension Letter in the space below.
| Very truly yours, | ||
| WILMINGTON TRUST, NATIONAL ASSOCIATION, | ||
| as Second Lien Collateral Agent | ||
| By: |
/s/ Cara Holland-Koller |
|
| Name: | Cara Holland-Koller | |
| Title: | Banking Officer | |
[Signature Page to Extension Letter]
| Agreed: | ||
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as First Lien Collateral Agent |
||
| By: |
/s/ Bryan M. McDavid |
|
| Name: | Bryan M. McDavid | |
| Title: | Director | |
[Signature Page to Extension Letter]
| Acknowledged and Agreed: | ||
| TITAN ENERGY OPERATING, LLC | ||
| By: |
/s/ Jeffrey Slotterback |
|
| Name: | Jeffrey Slotterback | |
| Title: | Chief Financial Officer | |
[Signature Page to Extension Letter]