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): ~~February~~March 235, 2018

Titan Energy, LLC

(Exact name of registrant specified in its charter)

Delaware

001-35317

90-0812516

(State or Other Jurisdiction

Of Incorporation)

(Commission

File Number)

(IRS Employer

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 a check mark whether the registrant is an ~~emergent~~emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or ~~rule~~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 51.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

OnLimited ~~March 1,~~Waiver ~~2018,~~Agreement Titan Energy, LLC (the “Company”) announced that on February 23, 2018, the Company and Mark D. Schumacher agreed upon a mutual separation. Mr. Schumacher will leave his position as the Company’s President effective March 9, 2018 (the “Effective Date”) to pursue other business activities. The mutual separation was not the result of any disputes or disagreement with the Company, any matter related to the Company’s operations, policies or practices, the Company’s management or the Board of Directors. Mr. Schumacher will work with management to effectuate a smooth transition.

On ~~February~~March 235, 2018, Titan Energy, LLC (the “Company’s”), ~~Board~~its ofsubsidiary, ~~Directors~~Titan ~~appointed~~Energy ~~Christopher~~Operating, K.LLC ~~Walker~~(“Titan Operating”), as borrower, and certain subsidiary guarantors entered into the Second Amendment (the “Amendment”) to the ~~position~~Limited ofWaiver ~~Chief~~Agreement ~~Operating~~with ~~Officer~~respect to the Company’s Third Amended and Restated Credit Agreement, as ~~effective~~amended, with Wells Fargo Bank, National Association, as ofadministrative agent, and the ~~Effective~~lenders ~~Date~~party thereto (the “First Lien Facility”). ~~There~~The ~~are~~Amendment nohas ~~other~~an ~~arrangements~~effective ordate ~~understandings~~of ~~between~~March 1, Mr2018. ~~Walker~~ ~~and~~Pursuant to the ~~Company~~Amendment, orthe ~~any~~lenders ~~other~~agreed ~~person pursuant~~ to ~~which~~extend ~~Mr. Walker~~the ~~was~~length ~~appointed~~of tothe ~~serve~~waiver asfrom ~~the~~February 15, ~~Company’s~~2018 ~~Chief~~to ~~Operating~~March 16, ~~Officer~~2018.

~~Christopher~~This ~~K Walker,~~summary ~~age~~of ~~36, has served as~~ the ~~Company’s~~Amendment ~~Vice~~does not ~~President-Operations~~purport ~~since~~to ~~February~~be ~~2016. Mr. Walker~~complete ~~served~~and asare ~~Operations~~subject ~~Manager from January 2014~~ to ~~January 2016~~, and ~~Operations~~qualified ~~Engineer~~in ~~from~~its ~~July~~entirety ~~2012~~by, ~~to December 2013. Since joining~~ the ~~Company,~~full ~~Mr. Walker~~text ~~has worked on almost all~~ of the ~~Company’s former and current operated and non-operated asset positions~~Amendment, ~~including~~which ~~Eagle~~is ~~Ford~~filed ~~Shale,~~as ~~Fort~~Exhibit ~~Worth Basin (including Barnett Shale), Utica Shale, Coalbed Methane, and Mississippi Lime~~10. ~~Prior~~1 to ~~joining~~this ~~the~~Current ~~Company,~~Report ~~Mr. Walker~~on ~~held~~Form ~~Field Engineer and District Technical Supervisor positions with BJ Services/Baker Hughes from 2007 to 2012, specializing in hydraulic fracturing design and execution~~8-K. ~~Mr. Walker~~ ~~has a Bachelor of Science degree in Agricultural Engineering from Texas A&M University.~~

~~Item~~Standstill ~~7.01.~~Extension ~~Regulation FD Disclosure~~

AIn ~~copy~~connection ofwith, and ~~the~~as ~~Company’s~~a ~~press~~condition ~~release related~~ to, the ~~foregoing~~ iseffectiveness ~~attached~~of asthe ~~Exhibit~~Amendment, ~~99.1~~the tolenders ~~this~~under ~~Current~~the ~~Report.~~Company’s ~~The~~second ~~information~~lien ~~under~~credit ~~this~~facility ~~item~~(the in“Second ~~this~~Lien ~~Current~~Facility”) ~~Report,~~agreed ~~including~~to extend the ~~exhibit~~standstill ~~hereto,~~period isunder ~~being~~the ~~furnished~~intercreditor ~~and~~agreement (during ~~shall~~which ~~not~~the belenders ~~deemed~~under ~~“filed”~~the ~~for~~Second ~~purposes~~Lien ofFacility ~~Section 18~~are ofprevented ~~the Securities~~from ~~Exchange~~pursuing ~~Act~~remedies ofagainst ~~1934,~~the ascollateral ~~amended,~~securing orthe ~~otherwise~~Company’s ~~subject~~obligations tounder the ~~liabilities~~Second ofLien ~~that~~Facility) ~~Section~~until April 6, 2018.

Item 92.~~01.~~03 Creation of a Direct Financial ~~Statements~~Obligation ~~and~~or ~~Exhibits~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

~~(d)~~The ~~Exhibits~~information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

99Item 9.101 ~~Press~~Financial ~~release~~Statements and Exhibits.

SIGNATURES


Exhibit Number		Description

10.1		Second Amendment to Limited Waiver, dated March 1, 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.

~~Pursuant~~SIGNATURES ~~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.~~

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: March 9, 2018	TITAN ENERGY, LLC

	By:	/s/ Jeffrey M. Slotterback
		Name:	Jeffrey M. Slotterback
		Title:	Chief Financial Officer

Dated: March 1, 2018

TITAN ENERGY, LLC

/s/ Jeffrey M. Slotterback

Jeffrey M. Slotterback

Chief Financial Officer

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