UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 OR 15(d) ~~of the~~ ~~Securities Exchange Act of 1934~~OF

~~Date~~THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): September 2, 2015~~1934

~~EPL~~Date ~~Oil~~of &report ~~Gas~~(Date of earliest event reported): November 30, ~~Inc.~~2015

EPL OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-16179	72-1409562
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

001-16179

~~1021~~(Commission ~~Main~~File ~~Street, Suite 2626, Houston, Texas 77002~~Number)

(Address of principal executive offices) (Zip Code)

Delaware	72-1409562
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1021 Main Street, Suite 2626
Houston, Texas	77002
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) -351-3000

(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))

Item 41.~~02(a)~~01. –Entry ~~Non-Reliance~~into ~~on Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review.~~Agreement

On ~~September~~November ~~2, 2015, in connection with preparing its annual report on Form 10-K for the year ended June~~ 30, 2015 ~~(the “2015 Form 10-K”)~~, ~~management of~~ EPL Oil & Gas, Inc. (the “Company”) and ~~its~~Energy ~~Board~~XXI ofGulf ~~Directors~~Coast, ~~(the~~Inc. (“~~Board~~Gulf Coast”), ~~determined that~~ the ~~formal~~indirect wholly-owned ~~documentation~~subsidiaries itof ~~had~~Energy ~~prepared~~XXI toLtd ~~support~~(“Energy ~~its~~XXI”), ~~designations~~received ofwritten ~~certain~~confirmation ~~derivative~~from ~~financial~~the ~~instruments~~administrative asagent ~~cash~~under ~~flow hedges in connection~~their ~~with~~Second ~~the~~Amended ~~Company’s crude oil~~ and ~~natural~~Restated ~~gas~~First ~~hedging~~Lien ~~program~~Credit ~~did~~Agreement ~~not meet~~ (the ~~technical~~“First ~~requirements~~Lien toCredit ~~qualify~~Agreement”) ~~for~~that ~~cash flow~~they ~~hedge~~had ~~accounting treatment in accordance with ASC Topic 815, Derivatives and Hedging. The primary reason for this determination~~received ~~was~~signature ~~that~~pages ~~the~~from ~~formal hedge documentation lacked specificity of~~ the ~~hedged~~required ~~items~~lenders ~~and,~~under ~~therefore,~~ the ~~designations~~First ~~failed~~Lien toCredit ~~meet hedge~~Agreement ~~documentation requirements~~ for ~~cash~~the ~~flow~~Twelfth ~~hedge~~Amendment ~~accounting~~to ~~treatment. Consequently,~~Second ~~unrealized~~Amended ~~gains or losses resulting~~and ~~from~~Restated ~~those~~First ~~derivative~~Lien ~~financial~~Credit ~~instruments~~Agreement ~~should~~dated ~~have been recorded in the Company’s consolidated statements of operations~~ as ~~a component~~ of ~~earnings. Under~~November ~~the cash flow accounting treatment previously applied by the Company subsequent to its merger with Energy XXI Ltd~~30, ~~unrealized~~2015 ~~gains or losses resulting from changes in~~ (the ~~fair~~“Amendment”). ~~value~~The ofAmendment ~~its~~also ~~derivative~~became ~~financial~~effective ~~instruments~~as ~~were recorded, net~~ of ~~the~~such ~~related~~date ~~tax~~based ~~impact,~~on insatisfaction ~~accumulated~~of ~~other comprehensive income or loss, until~~ the ~~production month~~conditions ~~when~~to ~~the~~such ~~associated~~effectiveness ~~hedge~~provided ~~contracts~~in ~~were settled at which time gains or losses associated with~~ the ~~settled contracts were reclassified to revenues~~Amendment.

~~The~~Under ~~Board has concluded that~~ the ~~Company’s previously issued consolidated financial statements for the period from June 4~~Amendment, ~~2014 through~~ ~~June 30, 2014, and for~~ the ~~quarters~~following ~~ended~~changes September 30, 2014, December 31, 2014, and March 31, 2015 should no longer be relied upon, and determined that those financial statements will be restated. This restatement primarily reflects the recognition of gains and losses on derivative financial instruments previously included in accumulated other comprehensive income (loss) to ~~gain (loss) on derivative financial instruments included in earnings and~~ the ~~reclassification~~First ofLien ~~amounts~~Credit ~~associated~~Agreement ~~with~~were ~~settled~~effective ~~contracts previously~~upon included in oil and gas sales revenues to gain (loss) on derivative financial instruments as a result of not qualifying for cash flow hedge accounting treatment as described above. The restatement also reflects resulting adjustments to net oil and gas natural gas properties, impairment of oil and natural gas properties and depreciation, depletion and amortization due to the previous inclusion of the value of the cash flow hedges in our full cost ceiling test, which is only permitted if the derivative instruments qualify for cash flow hedge accounting; and adjustments to deferred income taxes and income tax expense (benefit). While these non-cash adjustments impact revenues and net income (loss) for each period, as well as total stockholders’ equity, these adjustments do not impact the economics of the hedge transactions or net cash flows from operating, investing or financing activities, nor do they affect the Company’s liquidity or Adjusted earnings before interest, depreciation, taxes and amortization (EBITDA) for each such period. The restatement will not have any impact on any of the Company’s financial covenants under its revolving credit facility or its senior note indenture. The primary financial statement items impacted by this restatement for the period from June 4, 2014 through June 30, 2014 and as of June 30, 2014 and for and as of the quarters ended September 30, 2014, December 31, 2014 and March 31, 2015 are as followssigning:

~~EPL~~· ~~Oil~~Modification &of ~~Gas~~triggers that require the Company and its subsidiaries to provide guarantees of the indebtedness of Gulf Coast and its subsidiaries and grant liens on the assets of the Company and its subsidiaries to secure such guarantees. Under such modifications, ~~Inc~~such guarantees and security will be required upon the earlier of the Company’s retirement of its obligations in respect of its outstanding 8. ~~Restatement~~25% notes due 2018 and amendments to covenant restrictions under such notes that eliminate restrictions on the ability of ~~Historical~~the ~~Statement~~Company and its subsidiaries to guarantee the indebtedness of ~~Operations~~Gulf ~~Data~~ Coast and its subsidiaries and grant liens on the assets of the Company and its subsidiaries to secure such guarantees (Ineven ~~thousands~~if such notes have not been refinanced or defeased) ~~(Unaudited)~~.

	For the Period			For the Quarter Ended
	from June 4,
	2014 through June 30, 2014			September 30, 2014			December 31, 2014			March 31, 2015
Revenue – Oil and natural gas:
As previously reported	$	59,811		$	173,720		$	156,070		$	87,253
Adjustments to revenue – oil and natural gas		1,460			(1,839	)		(23,237	)		(1,830	)
As restated		61,271			171,881			132,833			85,423
(Loss) gain on derivative financial instruments:
As previously reported		—			(30	)		(26	)		(579	)
Adjustments to (loss) gain on derivative financial instruments		(11,079	)		21,886			22,288			(1,634	)
As restated		(11,079	)		21,856			22,262			(2,213	)
Total Revenue:
As previously reported		60,143			174,109			156,613			87,253
Adjustments to total revenue		(9,619	)		20,018			(975	)		(4,043	)
As restated		50,524			194,127			155,638			83,210
Net Income (Loss):
As previously reported		6,637			(319,371	)		(449,478	)		(310,517	)
Adjustments to net income (loss)		(6,264	)		13,015			(5,134	)		14,884
As restated		373			(306,356	)		(454,612	)		(295,633	)

Suspending the secured debt leverage ratio covenant with respect to the Company and its subsidiaries to begin on the fiscal quarter ending March 31, 2017 rather than March 31, 2015.

~~EPL~~· ~~Oil~~Modifying &the ~~Gas,~~secured ~~Inc~~debt leverage covenant with respect to Gulf Coast and its subsidiaries to be 3. ~~Restatement~~75:1.00 as of ~~Historical~~the ~~Balance~~end ~~Sheet~~of ~~Data (In~~each ~~thousands) (Unaudited)~~fiscal quarter beginning with the fiscal quarter ending September 30, 2015, and to increase to 4.75:1.00 starting March 31, 2016, to 5.25:1.00 starting June 30, 2016, and decreasing to 5.00:1.00 beginning June 30, 2017 and thereafter.

	As Of
	June 30, 2014			September 30, 2014			December 31, 2014			March 31, 2015
Oil and natural gas properties:
As previously reported	$	3,205,187		$	3,262,727		$	2,554,922		$	2,053,534
Adjustments to oil and natural gas properties		—			—			(7,443	)		19,388
As restated		3,205,187			3,262,727			2,547,479			2,072,922
Total Assets:
As previously reported		3,669,830			3,377,657			2,658,175			2,140,514
Adjustments to total assets		—			—			(7,443	)		19,388
As restated		3,669,830			3,377,657			2,650,732			2,159,902
Accumulated earnings (deficit):
As previously reported		6,637			(312,734	)		(762,212	)		(1,072,729	)
Adjustments to accumulated earnings (deficit)		(6,264	)		6,751			1,617			16,501
As restated		373			(305,983	)		(760,595	)		(1,056,228	)
Accumulated other comprehensive (loss) income:
As previously reported		(6,252	)		6,779			5,972			3,790
Adjustments to accumulated other comprehensive (loss) income		6,252			(6,779	)		(5,972	)		(3,790	)
As restated		—			—			—			—
Total Stockholders’ Equity:
As previously reported		1,599,726			1,293,386			843,101			530,402
Adjustments to total stockholders’ equity		(12	)		(28	)		(4,355	)		12,711
As restated		1,599,714			1,293,358			838,746			543,113

Pursuant to the terms of the Amendment, the lenders under the First Lien Credit Agreement also maintained the borrowing base for Gulf Coast at $500,000,000, of which such amount $150,000,000 is the borrowing base for the Company under the subfacility established for the Company under the First Lien Credit Agreement. These respective borrowing bases were set in accordance with the regular annual process for determination of the borrowing bases and the borrowing bases are to remain effective under the next redetermination thereof under the terms of the First Lien Credit Agreement.

~~The~~A ~~matters~~copy ~~disclosed in this Current Report on Form 8-K have been discussed by the Board and management with representatives~~ of ~~BDO USA, LLP,~~ the ~~registered~~Amendment ~~independent public~~is ~~accounting~~filed ~~firm~~as ~~that reviewed the financial statements for the three months ended December 31, 2014 and March 31, 2015~~Exhibit to10.1 ~~be restated and UHY LLP, the registered independent public accounting firm that audited or reviewed the remainder of the financial statements~~ to bethis ~~restated.~~Current InReport ~~addition, the Company discontinued the use of cash flow hedge accounting~~ on ~~all~~Form ~~of its outstanding derivative contracts~~8-K. ~~The Company is assessing the impact of these errors on the effectiveness of their internal controls over financial reporting.~~

~~The~~Item Company intends to file with its 2015 Form 10-K (1) a restated balance sheet as of June 30, 2014, (2) restated audited consolidated statements of operations, consolidated statements of cash flows, and consolidated statements of stockholders’ equity (deficit) for the period from June 4, 2014 to June 30, 2014, (3) restated quarterly financial information for the quarters ended September 30, 2014, December 31, 2014 and March 31, 2015, and (4) restated selected financial data for the period ended June 30, 2014, and does not plan to amend previously filed reports in connection with the restatement9. The Company intends to file a Notification of Late Filing on Form 12b-25 in order to obtain an additional fifteen calendar days to file the 2015 Form 10-K, but there can be no assurance that the 2015 Form 10-K will be filed within the fifteen calendar-day period01. ~~The~~Financial ~~Company~~Statements ~~plans to postpone its 2015 fourth quarter~~ and ~~2015 fiscal year earnings release conference call~~Exhibits. ~~The Company will provide a public update on the timing of the call as soon as practicable.~~

~~Cautionary~~(d) ~~Note to Investors Regarding Forward-Looking Statements~~Exhibits.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements include, among other things, the statement that the Company expects to file its 2015 Form 10-K within fifteen calendar days following its 12b-25 filing and the Company’s estimates of the impact the loss of hedge accounting treatment on certain of its derivatives will have on the financial statements described above. There can be no assurance that the Company will be able to file its 2015 Form 10-K within that time period or that such estimates will not change. Forward-looking statements are subject to a number of uncertainties and risks, and actual results may differ materially from those projected. Factors that could affect the Company's actual results include unanticipated delays in the conclusion of the Company’s 2015 integrated audit and the effects of other various risk factors and uncertainties disclosed in the Company’s filings with the Securities and Exchange Commission, especially on Forms 10-K, 10-Q and 8-K. Such forward-looking statements are made only as of the date of this Form 8-K, and the Company does not undertake any obligation to update any forward-looking statement to reflect subsequent events or circumstances except to the extent required by applicable law.

EXHIBIT NO.		ITEM

10.1		Twelfth Amendment to Second Amended and Restated First Lien Credit Agreement dated as of November 30, 2015

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.

	EPL Oil & Gas, Inc.
	EPL OIL & GAS, INC.
	By:	/s/ Rick D. Fox
Dated: November 30, 2015	By:	/s/ Rick Fox
		Rick D. Fox
		Name: Rick FoxTitle: Chief Financial Officer
September 9, 2015		Chief Financial Officer

Exhibit Index

EXHIBIT NO.		ITEM

10.1		Twelfth Amendment to Second Amended and Restated First Lien Credit Agreement dated as of November 30, 2015

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