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): ~~March~~July 518, 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 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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~Limited~~On ~~Waiver~~July 6, ~~Agreement~~2018, ARP Production Company, LLC and ARP Mountaineer Production, LLC, two wholly-owned subsidiaries of Titan Energy, LLC (the “Company”), agreed to sell their coal-bed methane oil and gas properties in the Black Warrior Basin and in Virginia and West Virginia to Summit Natural Resources, LLC for $57.5 million, subject to customary closing adjustments. The transaction is expected to close prior to the end of the third quarter. The proceeds from the sale will be used to repay a portion of the outstanding borrowings under the Company’s first lien credit facility.

OnItem ~~March~~ 5, 2018, Titan Energy, LLC (the “Company”), its subsidiary, Titan Energy Operating, LLC (“Titan Operating”), as borrower, and certain subsidiary guarantors entered into the Second Amendment (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”).02 ~~The~~Departure ~~Amendment has an effective date~~ of ~~March 1,~~Directors ~~2018.~~or ~~Pursuant~~Certain toOfficers; ~~the~~Election ~~Amendment,~~of ~~the lenders~~Directors; ~~agreed~~Appointment ~~to extend the length~~ of ~~the~~Certain ~~waiver~~Officers; ~~from~~Compensatory ~~February 15,~~Arrangements ~~2018~~of toCertain ~~March 16, 2018~~Officers.

~~This~~Retention ~~summary~~Agreements of the Amendment does not purport to be complete and are subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

~~Standstill~~On ~~Extension~~July 18, 2018, the Company entered into separate retention agreements (the “Retention Agreements”) with Jeffrey M. Slotterback, its Chief Financial Officer, and Christopher Walker, its Chief Operating Officer (the “Executives”).

InThe ~~connection~~Retention ~~with, and~~Agreements asprovide afor ~~condition~~cash retention payments to, Mr. Slotterback and Mr. Walker in the ~~effectiveness~~amount of ~~the~~$350,000 ~~Amendment~~and $300,000, respectively (the ~~lenders~~“Retention ~~under~~Bonus”). The Retention Bonus is payable in two installments: one-half following entry into the ~~Company’s~~Retention ~~second~~Agreements ~~lien~~and one-half ~~credit~~on ~~facility~~or shortly after January 31, 2019 (the “~~Second~~Retention ~~Lien Facility~~Date”), ~~agreed~~provided tothat ~~extend~~ the ~~standstill~~respective ~~period~~Executive ~~under~~is actively performing services on behalf of the ~~intercreditor~~Company ~~agreement~~and is employed by Atlas ~~(during~~Energy ~~which~~Group, LLC on the ~~lenders~~Retention ~~under~~Date. If the ~~Second~~Executive ~~Lien~~resigns ~~Facility~~or ~~are~~is ~~prevented~~terminated ~~from~~for ~~pursuing~~cause ~~remedies~~prior ~~against~~to the ~~collateral~~Retention ~~securing~~Date, he must repay any portion of the ~~Company’s~~Retention ~~obligations~~Bonus ~~under~~received and will not be eligible for the ~~Second~~second ~~Lien~~installment ~~Facility)~~payment ~~until~~of ~~April 6~~the Retention Bonus. If the Executive is terminated by the Company without cause, ~~2018~~however, he will not be required to repay any portion of the Retention Bonus received and will be entitled to a pro-rata portion of the unpaid amount of the Retention Bonus.

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		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.

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: March 9, 2018	TITAN ENERGY, LLC
Dated: July 20, 2018	TITAN ENERGY, LLC
	By:	/s/ Jeffrey M. Slotterback
	Name:	~~Name:~~Jeffrey M. Slotterback	~~Jeffrey M. Slotterback~~
	Title:	~~Title:~~Chief Financial Officer	~~Chief Financial Officer~~

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