Titan Energy, LLC (OTCMKTS:TTEN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
First Lien Facility Amendment
On November6, 2017, Titan Energy, LLC (the “Company”), its subsidiary, Titan Energy Operating, LLC (“Titan Operating”), as borrower, and certain subsidiary guarantors entered into a Fourth Amendment (the “First Lien Amendment”) to the Company’s Third Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “First Lien Facility”). The First Lien Amendment has an effective date of October31, 2017. The First Lien Amendment confirms the conforming and non-conforming tranches of the borrowing base at $228.7million 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 $190million by December8, 2017 and to $150million by August31, 2018. The maturity date of the non-conforming tranche of the borrowing base was confirmed as May1, 2018. The Company is required to use proceeds from asset sales to make prepayments.
to the First Lien Amendment, the lenders agreed to a 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)December8, 2017, (ii) the occurrence of additional events of default under the First Lien Facility and (iii)the exercise of remedies under the Company’s second lien credit facility (the “Second Lien Facility”).
The First Lien Amendment also requires the Company to hedge at least 50% and 80% of its 2019 projected proved developed producing production by December31, 2017 and March31, 2018, respectively.
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.
Standstill Extension
In connection with, and as a condition to, the effectiveness of the First Lien Amendment, 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 Company’s obligations under the Second Lien Facility) until December29, 2017.
| Item 1.01 | 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 1.01 | Financial Statements and Exhibits. |
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Exhibit Number |
Description |
| 10.1 | Fourth Amendment to Third Amended and Restated Credit Agreement, dated effective as of October 31, 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 ExhibitEX-10.1 2 d491623dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER dated as of October 31,…To view the full exhibit click here
