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 EARLIEST EVENT REPORTED: ~~November~~January 120, ~~2013~~2014

ATP OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Texas		001-32647		76-0362774
(State or other jurisdiction of incorporation or organization)		Commission file number:		(I.R.S. Employer Identification No.)

Commission file number: 001-32647

4600 Post Oak Place, Suite 100

Texas

76-0362774

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

Houston, Texas 77027

4600 Post Oak Place, Suite 100

Houston, Texas

77027

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)

(713) 622-3311

(Registrant’s telephone number, including area code)

¨	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 85.~~01.~~02 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~January 1720, ~~2013~~2014, ~~ATP~~T. ~~Oil &~~Paul ~~Gas~~Bulmahn ~~Corporation (“ATP”)~~resigned ~~obtained~~as a ~~Final~~Director ~~Order (A) Approving the Sale of Certain of the Debtor’s Assets Free~~ and ~~Clear~~Chairman of ~~Claims and Liens and (B) Approving~~ the ~~Assumption~~Board ~~and Assignment~~ of ~~Contracts and Leases (Case No. 12-36187)~~ ~~(Docket~~Directors ~~#2706) (the “Sale Order”) from the United States Bankruptcy Court for the Southern District~~ of ~~Texas. The Sale Order approved the sale of certain of~~ ATP’s assets free and clear of claims and liens and approved the assumption and assignment of certain of ATP’s contracts and leases. Specifically, the Sale Order approved the accompanying Asset Purchase Agreement, dated as of June 20, 2013 (as amended, the “APA”), by and among ATP and Credit Suisse AG, exclusively in its capacity as administrative agent and collateral agent for the Lenders under that certain Senior Secured Superpriority Priming Debtor-in-Possession Credit Agreement dated as of August 29, 2012 (the “DIP Credit Agreement”), and Bennu Oil & Gas, ~~LLC~~Corporation. ~~(“Bennu,”~~His ~~designated~~resignation aswas ~~Buyer~~effective ~~pursuant~~immediately toon ~~that~~such ~~certain Joinder Agreement dated as of October 29, 2013)~~date.

~~Pursuant~~SIGNATURES to the Sale Order and the APA, ATP sold substantially all of its operating shelf and deepwater properties and related assets as set forth in the APA to Bennu, including the leases, oil and gas wells, production facilities, structures, equipment, permits, servitudes, hydrocarbons and accounts receivable, contacts, records, maps, data, intellectual properties, overriding royalty interests, and credits and payments attributable to the assets sold. In conjunction with the sale of the assets, Bennu also assumed certain liabilities of ATP including the amount due by the wholly owned subsidiary ATP Titan Holdco to Beal Bank, the net profits interests and overriding royalty interests associated with the oil and gas properties acquired by Bennu and selected payables and abandonment obligations of ATP. The asset sale closed on November 1, 2013.

~~The~~Pursuant ~~APA~~to ~~and~~the requirements of the ~~Joinder~~Securities ~~Agreement~~Exchange ~~are~~Act ~~attached~~of ~~hereto~~1934, asthe ~~Exhibit~~registrant ~~10.1~~has ~~and~~duly ~~Exhibit~~caused ~~10.2,~~this ~~respectively.~~report ~~The~~to ~~Sale~~be ~~Order~~signed ison ~~attached~~its ~~hereto~~behalf asby ~~Exhibit~~the 99undersigned and thereunto duly authorized.1.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit		Exhibit Description
10.1		Asset Purchase Agreement, dated as of June 20, 2013, by and between ATP and Credit Suisse AG, exclusively in its capacity as administrative agent and collateral agent (the “Administrative Agent”) for the Lenders under the DIP Credit Agreement.
10.2		Joinder Agreement, dated as of October 29, 2013, by and among ATP, Credit Suisse AG, exclusively in its capacity as administrative agent and collateral agent for the Lenders under the DIP Credit Agreement (the “Administrative Agent”), and Bennu Oil & Gas, LLC.
99.1		Final Order (A) Approving the Sale of Certain of the Debtor’s Assets Free and Clear of Claims and Liens and (B) Approving the Assumption and Assignment of Contracts and Leases (Docket No. 2706).

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 and thereunto duly authorized.

Exhibit Index

Exhibit		Exhibit Description
10.1		Asset Purchase Agreement, dated as of June 20, 2013, by and between ATP and Credit Suisse AG, exclusively in its capacity as administrative agent and collateral agent (the “Administrative Agent”) for the Lenders under the DIP Credit Agreement.
10.2		Joinder Agreement, dated as of October 29, 2013, by and among ATP, Credit Suisse AG, exclusively in its capacity as administrative agent and collateral agent for the Lenders under the DIP Credit Agreement (the “Administrative Agent”), and Bennu Oil & Gas, LLC.
99.1		Final Order (A) Approving the Sale of Certain of the Debtor’s Assets Free and Clear of Claims and Liens and (B) Approving the Assumption and Assignment of Contracts and Leases (Docket No. 2706).

ATP Oil & Gas Corporation

Date: January 27, 2014

/s/ Albert L. Reese Jr.

Albert L. Reese Jr.

Chief Financial Officer

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