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: February 1320, 2013

ATP OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 001-32647

Texas

76-0362774

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

4600 Post Oak Place, Suite 100

Houston, Texas 77027

(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 1 7.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

As previously disclosed, on August 17, 2012, ATP Oil & Gas Corporation (the “Company”) filed a voluntary petition for relief (the “Bankruptcy Filing”) under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”) Case No. 12-36187. Also as previously disclosed, on August 29, 2012, the Company entered into a Senior Secured Super Priority Priming Debtor in Possession Credit Agreement (the “DIP Credit Agreement”) with the lenders party thereto, as lenders (the “Lenders”), Credit Suisse AG, as the administrative agent and collateral agent (the “Agent”), and Credit Suisse Securities (USA) LLC, as the sole bookrunner and sole lead arranger, which was amended on September 20, 2012 and again on December 9, 2012. On February 13, 2013, the Company, the Lenders and the Agent further amended the DIP Credit Agreement (“Amendment No. 3”). The material amendments to the DIP Credit Agreement include the following (Capitalized terms used in this Current Report on Form 8-K and not otherwise defined in this Current Report on Form 8-K have the meaning given to such terms in the DIP Credit Agreement, as amended.):

•On February 20, ~~The~~2013, ~~Lenders~~the ~~agreed~~Company tofiled anwith ~~additional term loan facility (~~the ~~“Additional~~Bankruptcy ~~Facility”)~~Court inits anmonthly ~~aggregate~~operating ~~principal~~report ~~amount~~for ofJanuary up2013 ~~to $117 million~~ (the “~~Additional~~January ~~Loans~~Monthly Operating Report”). ~~with~~Also anon ~~original~~February 20, ~~issue~~2013, ~~discount~~the ofCompany ~~15%.~~filed ~~The~~with ~~initial tranche amount of~~ the ~~Additional~~Bankruptcy ~~Loans~~Court ~~was~~an amended inmonthly ~~the~~operating ~~aggregate~~report ~~principal~~for ~~amount~~December of2012 ~~$11,800,000~~ (the “~~Initial~~Amended ~~Loan”)~~December ~~and~~Monthly ~~was~~Operating ~~made~~Report” ~~available~~and totogether with the ~~Company~~January onMonthly ~~February~~Operating 14Report, ~~2013~~the “Monthly Operating Reports”). A ~~final~~copy ~~hearing~~of isthe ~~scheduled~~January ~~for~~Monthly ~~February~~Operating Report ~~19,~~is ~~2013~~furnished toas ~~discuss~~Exhibit ~~potential~~99.1 ~~changes~~ to ~~the~~this ~~terms~~Current ofReport ~~Amendment~~on ~~No.~~Form 38-K, and ifa ~~such~~copy ~~final~~of ~~order approving~~ the ~~revised~~Amended ~~Amendment~~December ~~No.~~Monthly 3Operating Report is ~~not~~furnished ~~entered,~~as ~~the~~Exhibit ~~Initial~~99.2 ~~Loan~~to ~~shall~~this ~~have~~Current anReport ~~original~~on ~~issue~~Form ~~discount of 2% instead of 15%~~8-K.

•Limitation ~~The Cash Flow Sweep threshold amount for Unrestricted Cash~~ on ~~Hand~~Incorporation ~~was~~by ~~decreased~~Reference ~~from $30,000,000 to $15,000,000.~~

•In ~~Upon~~accordance with General Instruction B.2 of Form 8-K, the ~~Company~~information ~~entering~~in ~~into~~this ~~either~~Item 7.01 ashall ~~Replacement~~not ~~Financing~~be ~~Facility~~deemed or“filed” afor ~~Deferral~~purposes ~~Arrangement~~of Section 18 ~~during~~of the ~~first~~Securities 60Exchange ~~days~~Act ~~following~~of 1934, as amended (the ~~closing~~“Exchange ~~date~~Act”), ofor ~~Amendment~~otherwise ~~No.~~subject 3to the liabilities of that section, ~~any~~nor ~~loans~~shall ~~prepaid~~such ~~will~~information be deemed toincorporated ~~have~~by ~~been~~reference ~~originally~~in ~~made~~any ~~without~~filing ~~any~~under ~~original~~the Securities ~~issue~~Act ~~discount~~of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

•Cautionary IfStatement Regarding ~~within~~Financial ~~the~~and ~~first~~Operating ~~120~~Data days following the closing date of Amendment No. 3, the obligations under the DIP Credit Agreement are repaid in full, in cash (with the cash proceeds of an asset disposition), then the amount of the loans under the Additional Facility prepaid will be deemed to have been originally made with a 5% original issue discount.

• The ~~voluntary~~Company ~~prepayment~~cautions ~~provisions~~investors and ~~reduction~~potential ininvestors ~~commitment~~not ~~provisions~~to ~~under~~place undue reliance upon the information ~~DIP~~contained ~~Credit~~in ~~Agreement~~the ~~will~~Monthly beOperating ~~amended~~Reports, towhich ~~provide~~were ~~that~~not ~~any~~prepared ~~prepayment~~for ~~will~~the gopurpose ~~first~~of providing the basis for an investment decision relating to ~~prepay~~any of the ~~loans~~securities ~~under~~of the ~~Additional~~Company. ~~Facility~~The onMonthly Operating Reports are limited in scope, cover a ~~pro~~limited ~~rata~~time ~~basis~~period, ~~second~~and tohave ~~prepay~~been prepared solely for the NMpurpose ~~Loans~~of oncomplying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited or reviewed by independent accountants, are in a format ~~pro~~prescribed ~~rata~~by ~~basis~~applicable bankruptcy laws, and ~~third~~are subject to ~~prepay~~future adjustment and reconciliation. There can be no assurance that, from the ~~Refinancing~~perspective ~~Loans~~of an investor or potential investor in the Company’s securities, the Monthly Operating Reports are complete. The Monthly Operating Reports also contain information for periods that are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the ~~Prepetition~~Company’s ~~Hedge~~financial ~~Obligations~~condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Reports should not be viewed as indicative of future results.

•Cautionary ~~Numerous~~Statement ~~milestones~~Regarding ~~and~~Forward-Looking ~~deadlines~~Statements ~~have been put in place for construction and operation of the GC 300 #4ST5, the GC 300 #2ST1, the B Sand and the C Sand (as reflected on Schedule 8.22).~~

•Certain ~~The~~statements ~~following~~in ~~affirmative~~this ~~covenants~~Current ~~were~~Report ~~added~~on Form 8-K are forward-looking as defined in the Private Securities Litigation Reform Act of 1995. These statements involve certain risks and uncertainties that may be beyond our control and may cause our actual future results to differ materially from our current expectations both in connection with the Chapter 11 case and the Company’s business and financial prospects. Statements of management’s expectations, including its desire to successfully restructure in order to position the Company for long term viability and success, to address its financial challenges, to address important issues in an orderly way and to make the Company stronger and more competitive are based on current assumptions and expectations. No assurance can be made that these events will come to fruition. We do not undertake to update our forward-looking statements. Factors that could affect our results include, but are not limited to: (i) the ability of the Company to continue as a going concern, (ii) the ability of the Company to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 case, (iii) the ability of the Company to prosecute, develop and consummate one or more plans of reorganization with respect to the Chapter 11 case, (iv) the effects of the Bankruptcy Filing on the Company and the interests of various creditors, equity holders and other constituents, (v) Bankruptcy Court rulings in the Chapter 11 case and the outcome of the cases in general, (vi) the length of time the Company will operate under the Chapter 11 cases, (vii) risks associated with third-party motions in the Chapter 11 case, which may interfere with the ability of the Company to develop one or more plans of reorganization and consummate such plans once they are developed, (viii) the potential adverse effects of the Chapter 11 proceedings on the Company’s liquidity or results of operations, (ix) the ability to execute the Company’s business and restructuring plans, (x) increased legal costs related to the Company’s Bankruptcy Filing and other litigation, and (xi) the ability of the Company to maintain contracts that are critical to its operation, including to obtain and maintain normal terms with their vendors, customers, landlords and service providers and to retain key executives, managers and employees. In the event that the risks disclosed

• in ~~The~~the Company’s ~~shall~~public ~~use~~filings ~~commercially~~and ~~reasonable~~those ~~efforts~~discussed above cause results to ~~negotiate~~differ amaterially ~~consensual~~from ~~restructuring~~those expressed in the Company’s forward-looking statements, the Company’s business, financial condition, results of ~~its~~operations ~~ORRI~~or liquidity, and ~~NPI~~the ~~obligations~~interests of creditors, ~~including~~equity ~~without~~holders ~~limitation~~and ~~making~~other anconstituents, ~~initial~~could ~~proposal~~be materially adversely affected. The Company undertakes no obligation (and expressly disclaims any such obligation) to ~~applicable~~publicly ~~holders~~update or revise any forward-looking statement, nowhether ~~later~~as ~~than~~a ~~February~~result 22of new information, ~~2013~~future events or otherwise. For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to the Company’s reports on Form 10-K and Form 10-Q.

• The Company shall cause its Subsidiaries to upstream their revenues to the Company; provided that such Subsidiaries may retain that portion of revenues necessary to fund their operations and any portion of revenues necessary to comply with applicable law or applicable agreements of such Subsidiaries.

• If the Company determines in good faith, in consultation with the Lenders that the Gomez Analysis shows that shutting in the Gomez wells would be beneficial to the Company and its creditors, taking into account both short-term and long-term costs and benefits, it shall use good faith efforts to negotiate with the NPI and ORRI holders consensual agreements that positively impact the Gomez Analysis.

• The Company shall have agreed to the engagement by the Lenders of a consulting project engineering firm, at the Company’s expense, such firm having a scope of services acceptable to the Required DIP Lenders (the “Lenders’ Consultant”), to include analysis of the Company’s economic model and assessment of the Company’s construction and operational projects, and the Company shall provide full access and information to such engineering firm. Further, if the Lenders’ Consultant reasonably determines that the projected timeline to complete the Clipper Project and other operational projects set forth in the DIP Budget will (a) take at least an additional two weeks or longer and/or (b) cost more (subject to agreed variances), in either case than the Company had projected in the approved DIP Budget or Clipper Project Budget, availability to borrow under the DIP Credit Agreement may be suspended. Provided however, before the Company’s ability to borrow is suspended, the CRO does have a right to contest the Lenders’ Consultant’s determination(s) and to produce evidence to the contrary, and the Company has the right to provide a business plan showing how it plans to remedy such loss or increased costs.

• The Company is to hire two project managers to supervise the Clipper project and a general manager to assist the CRO with his day-to-day activities.

• Schedule 8.19 (BOE Production Schedule) is being updated to reflect the impact of the Additional Loans.

• Each Lender that consented to Amendment No. 3 prior to the Amendment No. 3 closing date, shall receive a non-refundable amendment fee in an amount equal to 0.90% of the aggregate principal amount of such Lender’s loans outstanding as of February 12, 2013, such fee is to be paid in kind by being capitalized and added to the principal amount of such loans.

The foregoing summary of the amendment to the DIP Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment No. 3, which is attached hereto as Exhibit 10.1, and any order entered by the Bankruptcy Court.

Additional information regarding the Bankruptcy Filings is available on the internet at www.atpog.com. Filings with the Bankruptcy Court and claims information are available at www.kccllc.net/atpog.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

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

Exhibit		Exhibit Description
10.1		Amendment No. 3 to Senior Secured Super Priority Priming Debtor in Possession Credit Agreement with ATP Oil & Gas Corporation (“ATP”), the lenders party thereto, as lenders, Credit Suisse AG, as the administrative agent and collateral agent, and Credit Suisse Securities (USA) LLC, as the sole bookrunner and sole lead arranger (Schedule 8.19 is incorporated by reference to Exhibit 99.1 to ATP’s Form 8-K filed September 26, 2012)
99.1		January Monthly Operating Report
99.2		Amended December Monthly Operating Report

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		Amendment No. 3 to Senior Secured Super Priority Priming Debtor in Possession Credit Agreement with ATP Oil & Gas Corporation (“ATP”), the lenders party thereto, as lenders, Credit Suisse AG, as the administrative agent and collateral agent, and Credit Suisse Securities (USA) LLC, as the sole bookrunner and sole lead arranger (Schedule 8.19 is incorporated by reference to Exhibit 99.1 to ATP’s Form 8-K filed September 26, 2012)
99.1		January Monthly Operating Report
99.2		Amended December Monthly Operating Report

ATP Oil & Gas Corporation

~~ATP Oil & Gas Corporation~~

Date: February 19, 2013

/s/ Keith R. Godwin

Date: February 26, 2013

/s/ Albert L. Reese Jr.

Keith R. Godwin

Albert L. Reese Jr. Chief Financial Officer

Chief Accounting Officer

Filing Compare · ATP OIL & GAS CORP