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): ~~December~~February 192, ~~2017~~2018

Titan Energy, LLC

(Exact name of registrant specified in its charter)

Delaware	001-35317	90-0812516
(State or Other Jurisdiction	(Commission	(IRS Employer
(State or Other Jurisdiction Of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Of Incorporation)	File Number)	Identification No.)

425 Houston Street, Suite 300

Fort Worth, TX 76102

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: 800-251-0171

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))

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 1.01

Entry into a Material Definitive Agreement

Limited Waiver Agreement

On ~~December~~February 192, ~~2017~~2018, Titan Energy, LLC (the “Company”), its subsidiary, Titan Energy Operating, LLC (“Titan Operating”), as borrower, and certain subsidiary guarantors entered into athe ~~Limited~~First ~~Waiver~~Amendment ~~Agreement~~ (the “Amendment”) to the Limited Waiver”) Agreement with respect to the Company’s Third Amended and Restated Credit Agreement, as amended, with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “First Lien Facility”). The ~~Limited~~Amendment ~~Waiver~~ has an effective date of ~~December~~January 831, ~~2017~~2018. Pursuant to the ~~Limited Waiver~~Amendment, ~~the~~ the lenders agreed to aextend ~~further~~the ~~limited~~length ~~waiver~~ of ~~certain~~the ~~existing defaults with respect to financial covenants, required repayments of borrowings and other related matters. The~~ waiver ~~terminates~~from ~~upon the earliest of (i)~~ January 31, 2018, ~~(ii) the~~to ~~occurrence of additional events of default under the First Lien Facility and (iii)~~February ~~the~~15, ~~exercise of remedies under the Company’s second lien credit facility (the “Second Lien Facility”)~~2018.

This summary of the ~~Limited Waiver~~ Amendment does not purport to be complete and are subject to, and qualified in its entirety by, the full text of the ~~Limited~~ ~~Waiver~~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 ~~Limited Waiver~~Amendment, the lenders under the Company’s second lien credit facility (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 ~~February~~March 228, 2018.

Item 2.03

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 9.01

Financial Statements and Exhibits.

ExhibitNumber		Description
10.1		First Amendment to Limited Waiver, ~~dated~~ effective as of ~~December~~January 831, ~~2017~~2018, 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.

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.

Dated: December 22, 2017		TITAN ENERGY, LLC
Dated: February 6, 2018	TITAN ENERGY, LLC
	By:	~~By:~~/s/ Jeffrey M. Slotterback	~~/s/ Jeffrey M. Slotterback~~
		Name:	~~Name:~~Jeffrey M. Slotterback	~~Jeffrey M. Slotterback~~
		Title:	~~Title:~~Chief Financial Officer	~~Chief Financial Officer~~

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