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EX-10.2 - EX-10.2 - EP Energy LLCa12-26175_1ex10d2.htm
EX-10.1 - EX-10.1 - EP Energy LLCa12-26175_1ex10d1.htm

 

 

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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