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): April ~~March 31~~24, 2020

EP ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		001-36253		46-3472728
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

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:

¨ 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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 78.01 ~~Regulation~~Other ~~FD Disclosure~~Events.

AsOn ~~previously disclosed, on~~ October 3, 2019, EP Energy Corporation (“EP Energy”, and together with EP Energy LLC, collectively, the “Company”), and certain of its direct and indirect subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code. The Chapter 11 Cases are being jointly administered under the caption “In re: EP Energy Corporation, et al., Ch. 11 Case No. 19-35654.”

On ~~March~~April 3024, 2020, ~~the~~EP ~~Debtors~~Energy ~~filed~~will file a Form 15 with the ~~Bankruptcy~~SEC ~~Court~~to ~~their~~deregister ~~monthly~~its ~~operating~~Class ~~report~~A ~~for~~Common ~~the~~Stock, ~~month~~$0.01 ~~ending~~par ~~February~~value ~~29,~~per ~~2020~~share (~~the~~ “~~Monthly Operating~~Common ~~Report~~Stock”). ~~The~~under ~~Monthly~~Section 12(g) ~~Operating~~of ~~Report~~the isSecurities ~~attached~~Exchange ~~hereto~~Act asof ~~Exhibit 99.1~~1934, ~~and~~as isamended ~~incorporated~~(the ~~herein~~“Exchange byAct”) ~~reference. This~~and ~~Current~~suspend ~~Report~~its onreporting ~~Form~~obligations under ~~8-K~~Section 15(~~including~~d) of the ~~exhibit~~Exchange ~~hereto)~~Act. ~~will~~Upon ~~not~~filing bethe ~~deemed~~Form an15, ~~admission~~EP asEnergy’s obligations to ~~the~~file ~~materiality~~certain ofreports ~~any~~and ~~information~~forms ~~required~~with tothe beSEC, ~~disclosed~~including ~~solely~~Forms by10-K, ~~Regulation~~10-Q ~~FD.~~and ~~The~~8-K, ~~Monthly~~will ~~Operating~~be ~~Report~~immediately ~~and~~suspended. ~~other~~EP ~~filings~~Energy ~~with~~expects ~~the~~that ~~Bankruptcy~~deregistration ~~Court~~will ~~related~~become toeffective ~~the~~90 ~~Chapter~~days 11after ~~Cases~~filing ~~are available at~~ the ~~website~~Form ~~administered~~15. byDuring ~~the~~this ~~claims~~90-day ~~agent~~period, ~~Prime~~EP ~~Clerk,~~Energy ~~at https://cases.primeclerk.com/EPEnergy. Documents~~ and ~~other~~certain ~~information~~beneficial ~~available~~owners onof ~~such~~EP ~~website~~Energy’s Common ~~are~~Stock ~~not~~will ~~part~~remain ofsubject ~~this~~to ~~Current~~the ~~Report~~SEC’s onproxy ~~Form~~rules ~~8-K~~ and ~~shall~~beneficial ~~not~~ownership bereporting ~~deemed incorporated by reference in this Current Report on Form 8-K~~requirements.

InFollowing ~~accordance~~the ~~with~~filing ~~General Instruction B.2~~ of the Form ~~8-K~~15, ~~the~~shares of ~~information~~Common ~~being~~Stock ~~furnished~~may ~~under~~continue ~~this~~to ~~Item~~be ~~7.01~~quoted ~~pursuant~~on tothe ~~this~~OTC ~~Current~~Pink ~~Report~~Sheets onMarket ~~Form~~for ~~8-K,~~a ~~including~~limited ~~Exhibit 99.1~~period, ~~shall~~contingent ~~not~~on, beamong ~~deemed~~other tothings, market bemakers’ ~~“filed”~~demonstrating ~~for~~continued ~~purposes~~interest. ofHowever, ~~Section~~there 18is ofno ~~the~~assurance ~~Securities~~that ~~Exchange~~trading ~~Act~~in ofthe ~~1934,~~Common asStock ~~amended~~will continue (on the ~~“Exchange~~OTC ~~Act”),~~Pink orSheets ~~otherwise~~Market ~~subject~~or toany ~~the~~other ~~liabilities~~medium. ofFollowing ~~that section~~deregistration, ~~nor~~EP ~~shall~~Energy itdoes benot ~~deemed~~plan ~~incorporated by~~to ~~reference~~post ~~into~~current ~~any~~information with ~~registration~~the ~~statement~~OTC or ~~other~~otherwise ~~document~~make ~~filed~~it bypublicly ~~the~~available. ~~Company~~Court ~~under~~filings ~~the~~and ~~Securities~~other ~~Act~~information ofrelated ~~1933,~~to ~~as amended (~~the ~~“Securities~~Chapter ~~Act”),~~11 orCases ~~the~~are available ~~Exchange~~at ~~Act,~~the ~~except~~website asadministered ~~expressly~~by ~~set~~the ~~forth~~claims byagent, ~~specific~~Prime ~~reference~~Clerk, inat ~~such filing~~https://cases.primeclerk.com/EPEnergy.

~~Cautionary~~Forward-Looking ~~Statement Regarding the Monthly Operating Report~~Statements

~~The~~This Current Report on Form 8-K includes certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such statements are subject to risks and uncertainties that could cause results to differ materially from the Company’s ~~cautions~~expectations, ~~investors~~including the following: risks and ~~potential~~uncertainties relating to the Chapter 11 Cases, including ~~investors~~but not limited to, ~~place~~the ~~undue~~Company’s ~~reliance~~ability ~~upon~~to obtain Bankruptcy Court approval with respect to motions in the ~~information~~Chapter ~~contained~~11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the ~~Monthly~~Chapter ~~Operating~~11 ~~Report~~Cases and the outcome of the Chapter 11 Cases in general, ~~which~~the ~~was~~length ~~not~~of ~~prepared~~time ~~for~~the Company will operate under the ~~purpose~~Chapter of11 ~~providing~~Cases, risks associated with third party motions in the ~~basis~~Chapter ~~for~~11 anCases, ~~investment~~the ~~decision~~potential ~~relating~~adverse effects toof ~~any~~the Chapter 11 Cases on the Company’s liquidity or results of operations; the ~~securities~~ability of the Company. ~~The~~to comply ~~Monthly~~with ~~Operating~~the terms of that certain Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of ~~Report~~November is25, ~~limited~~2019, inby ~~scope~~and among EP Energy LLC, ~~covers~~JPMorgan aChase ~~limited~~Bank, N.A. and the lenders under EP Energy LLC’s prepetition reserve based credit facility party thereto as lenders (as may be amended from time ~~period~~to ~~and~~time); ~~has~~the ~~been~~ability ~~prepared~~of ~~solely~~the Company to successfully negotiate a plan of reorganization; the ability of the Company to obtain requisite support for a plan of reorganization from various stakeholders; the ~~purpose~~ability of ~~complying~~the ~~with~~Company to confirm and consummate such plan of reorganization; the ~~monthly~~uncertainty as to when or whether the effective date of such plan of reorganization will occur; risks ~~reporting~~related ~~requirements~~to the expected deregistration of the ~~Bankruptcy~~Common ~~Court.~~Stock, ~~The~~and ~~Monthly~~the ~~Operating~~suspension ~~Report~~of ~~was~~our ~~not~~Securities ~~audited~~and orExchange ~~reviewed~~Commission reporting byobligations; ~~independent~~the ~~accountants~~effects of disruption from the Chapter 11 Cases making it more difficult to maintain business and operational relationships, to retain key executives and to maintain various licenses and approvals necessary for the Company ~~was~~to ~~not~~conduct ~~prepared~~its business; the consequences of the acceleration of the Company’s debt obligations; risks related to the trading of the Company’s securities on the OTC Pink Sheets Market; as well as the risk factors set forth in ~~accordance~~the Company’s filings with ~~generally~~the ~~accepted~~Securities ~~accounting~~and ~~principles~~Exchange inCommission, including the ~~United~~Company’s ~~States~~Annual Report on Form 10-K for the year ended December 31, is2019, as updated in athe ~~format~~Company’s ~~prescribed~~subsequently byfiled Quarterly Reports on Form 10-Q. ~~applicable~~While ~~bankruptcy~~the ~~laws~~Company ormakes ~~rules~~these statements in good faith, ~~and~~neither isthe ~~subject~~Company tonor its management can guarantee that anticipated future ~~adjustment~~results ~~and~~will ~~reconciliation~~be achieved. ~~There~~The ~~can~~Company beassumes no ~~assurance~~obligation ~~that,~~to ~~from~~publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the ~~perspective~~Company, whether as a result of annew ~~investor~~information, future events, or ~~potential~~otherwise. ~~investor~~All inforward-looking statements attributable to the Company or persons acting on the Company’s ~~securities,~~behalf ~~the~~are ~~Monthly~~expressly ~~Operating~~qualified ~~Report~~in istheir ~~complete~~entirety by the foregoing cautionary statements. All such statements ~~Results~~speak ~~set~~only ~~forth~~as inof the ~~Monthly~~date ~~Operating~~made, ~~Report~~and, ~~should~~except ~~not~~as berequired ~~viewed~~by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as ~~indicative~~a result of new information, future ~~results~~events or otherwise.

This Current Report on Form 8-K includes certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Such statements are subject to risks and uncertainties that could cause results to differ materially from the Company’s expectations, including the following: risks and uncertainties relating to the Chapter 11 Cases, including but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations; the ability of the Company to comply with the terms of that certain Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of November 25, 2019, by and among EP Energy LLC, JPMorgan Chase Bank, N.A. and the lenders under EP Energy LLC’s prepetition reserve based credit facility party thereto as lenders (as may be amended from time to time); the ability of the Company to successfully negotiate a plan of reorganization; the ability of the Company to obtain requisite support for a plan of reorganization from various stakeholders; the ability of the Company to confirm and consummate such plan of reorganization; the uncertainty as to when or whether the effective date of such plan of reorganization will occur; the effects of disruption from the Chapter 11 Cases making it more difficult to maintain business and operational relationships, to retain key executives and to maintain various licenses and approvals necessary for the Company to conduct its business; the consequences of the acceleration of the Company’s debt obligations; risks related to the trading of the Company’s securities on the OTC Pink Market; as well as other risk factors set forth in the Company’s Disclosure Statement for Fourth Amended Joint Chapter 11 Plan of Reorganization of EP Energy Corporation and its Affiliated Debtors included as Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2020, as may be amended from time to time; as well as the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as updated in the Company’s subsequently filed Quarterly Reports on Form 10-Q. While the Company makes these statements in good faith, neither the Company nor its management can guarantee that anticipated future results will be achieved. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise. All forward-looking statements attributable to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index

EXHIBIT INDEX

Exhibit No.		Description
99.1		Monthly Operating Report for February 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	EP ENERGY CORPORATION
Date: March 31, 2020	By:	/s/ Jace D. Locke
Date: April 24, 2020	By:	/s/ Jace D. Locke
		Jace D. Locke
		Vice President, General Counsel and Corporate Secretary
	EP ENERGY LLC
	By:	/s/ Jace D. Locke
		Jace D. Locke
		Vice President, General Counsel and Corporate Secretary

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