Titan Energy, LLC (OTCMKTS:TTEN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
As discussed in its Annual Report on Form 10-K for the year ended
December31, 2016, on April19, 2017, Titan Energy, LLC (the
Company), its subsidiary, Titan Energy Operating, LLC (Titan
Operating), as borrower, and certain subsidiary guarantors
entered into a Third Amendment (the First Lien Amendment) to the
Third Amended and Restated Credit Agreement (the First Lien
Facility) with Wells Fargo Bank, National Association, as
administrative agent, and the lenders party thereto. to the First
Lien Amendment, certain of the financial ratio covenants were
revised upwards. Specifically, beginning December31, 2017, the
Company will be required to maintain a ratio of Total Debt to
EBITDA (each as defined in the First Lien Facility) of not more
than 5.50 to 1.00 for each fiscal quarter through December31,
2018 and of not more than 5.00 to 1.00 thereafter. The Company
will also be required, beginning December31, 2017, to maintain a
ratio of First Lien Debt (as defined in the First Lien Facility)
to EBITDA of not more than 4.00 to 1.00 for each fiscal quarter
through December31, 2018 and of not more than 3.50 to 1.00
thereafter.
In addition to the
amendments to the financial ratio covenants, the lenders will
waive certain defaults by us with respect to the fourth quarter
of 2016, including compliance with the ratios of Total Debt to
EBITDA and First Lien Debt to EBITDA, as well as the Companys
obligation to deliver financial statements without a going
concern qualification. The lenders waivers are subject to
revocation in certain circumstances, including the exercise of
remedies by junior lenders (including to the Companys second lien
credit facility), the failure to extend the 180-day standstill period
under the intercreditor agreement at least 15 business days prior
to its expiration, and the occurrence of additional events of
default under the First Lien Facility.
The First Lien Amendment
confirms the conforming and non-conforming tranches of the
borrowing base at $410million and $30million, respectively, but
requires the Company to take actions (which can include asset
sales and equity offerings) to reduce the conforming tranche of
the borrowing base to $330million by August31, 2017 and to
$190million by October1, 2017 (subject to extension at the
administrative agents option to October31, 2017). Similarly, the
non-conforming tranche of the borrowing base is required to be
reduced to $10million by November1, 2017. In addition, the
Company is required to use excess asset sale proceeds (after
application in accordance with the existing terms of the First
Lien Facility) to repay outstanding borrowings and reduce the
applicable borrowing base to the required level.
This summary of the First Lien
Amendment does not purport to be complete and are subject to, and
qualified in its entirety by, the full text of the First Lien
Amendment, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K.
| Item9.01 | Financial Statements and Exhibits. |
|
Exhibit Number |
Description |
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| 10.1 |
Third Amendment to Third Amended and Restated Credit Agreement, dated as of April19, 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. |
Titan Energy, LLC (OTCMKTS:TTEN) Recent Trading Information
Titan Energy, LLC (OTCMKTS:TTEN) closed its last trading session down -0.50 at 12.50 with shares trading hands.
