8-K

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: August 17, 2012

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 1.03. Bankruptcy or Receivership.

On August 17, 2012, ATP Oil & Gas Corporation (“ATP”) filed a voluntary petition for reorganization under chapter 11 of title 11 of the U.S. Code (the “Bankruptcy Code”) in the Bankruptcy Court for the Southern District of Texas (the “Court”). ATP’s chapter 11 case is being administered under the caption In re: ATP Oil & Gas Corporation (Case No. 12-36187). ATP will continue to operate its business as a “debtor-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court.

A copy of the press release ATP issued to announce the bankruptcy filing is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

The text set forth in Item 1.03 of this Current Report on Form 8-K regarding the bankruptcy filing is incorporated into this item by reference. The bankruptcy filing described above constituted an event of default or otherwise triggered or may trigger repayment obligations under a number of instruments and agreements relating to direct financial obligations of ATP (the “Accelerated Financial Obligations”). The material Accelerated Financial Obligations include:

• Indenture dated as of April 23, 2010 among ATP, as issuer and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, with respect to $1.5 billion principal amount, plus accrued and unpaid interest, of ATP’s 11.875% Senior Second Lien Notes;

• The Amended and Restated Credit Agreement dated as of March 9, 2012, among ATP, as borrower, the lenders party thereto and Credit Suisse AG, as administrative agent and collateral agent. As of August 16, 2012, the outstanding balance, including accrued interest owing under the Amended and Restated Credit Agreement was approximately $366 million; and

• Senior Convertible Note dated as of June 20, 2012 between ATP and Capital Ventures International. As of August 16, 2012, the outstanding balance, including accrued interest owing under the Senior Convertible Note was approximately $35 million.

ATP believes that any efforts to enforce the payment or other obligations under these Accelerated Financial Obligations and other instruments and agreements are stayed as a result of the bankruptcy filing.

Item 7.01. Regulation FD Disclosure.

Subject to the terms of confidentiality agreements entered into by ATP and certain potential “debtor-in-possession” lenders (the “Lenders”), ATP provided certain projected financial and hydrocarbon reserve information (the “Projections”) to the Lenders in connection with discussions regarding financing for ATP.

The Projections reflect numerous assumptions, including, among other things, with respect to (i) expectations regarding oil and natural gas markets in the U.S., U.K. and Israel, (ii) estimates of quantities of our proved reserves and the present value thereof, and the timing of future production of oil and natural gas, (iii) operational factors affecting the commencement or maintenance of producing wells, including catastrophic weather-related damage, unscheduled outages or repairs, or unanticipated changes in drilling equipment costs or rig availability, (iv) costs and other effects of legal and administrative proceedings, settlements, investigations and claims, (v) payment obligations on ATP’s debt instruments, (vi) retention of ATP’s management team and other key personnel, (vii) asset retirement obligations, (viii) general business and economic conditions, (ix) competitive forces, (x) the actions of regulatory agencies and governmental bodies and (xi) decisions regarding the timing of ATP’s capital projects. Many of these assumptions are beyond ATP’s control and some or all of the assumptions may not materialize. In addition, unanticipated events and circumstances with regard to any of the above assumptions or other matters not listed above may affect ATP’s actual financial results in the future.

The Projections are based upon an analysis of the data available to ATP at the time of the Projections and are not guarantees of actual results. Due to the uncertainties inherent in any projections, ATP’s management is unable to represent or warrant that the information contained in the Projections is without inaccuracies and no assurance can be given or is given that the Projections will be realized. Therefore, while the Projections are necessarily presented with numerical specificity, the actual results achieved for the projected periods may vary from the projected results and are subject to significant uncertainties, contingencies, risks and assumptions, many of which are beyond ATP’s control. These variations may be material. Accordingly, no representation can be made or is made with respect to the accuracy of the Projections or ATP’s ability to achieve the projected results, and the Projections should not be relied upon as a guaranty, representation or other assurance of the actual results that will occur.

ATP does not, as a matter of course, make public projections of its anticipated results of operations, financial position or cash flows. Accordingly, ATP disclaims any obligation to furnish updated projections to reflect any changed circumstances, including actual industry performance or the general economic or business climate or other matters affecting the Projections that differ from those upon which the Projections have been based.

The Projections were not prepared in accordance with standards for projections promulgated by the American Institute of Certified Public Accountants or with a view to comply with published guidelines of the Securities and Exchange Commission regarding projections or forecasts. Neither ATP’s independent registered public accountants, any other independent accountants nor its independent reserve engineers have compiled, examined or performed any procedures with respect to the Projections to determine the reasonableness thereof, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Projections.

A copy of the Projections is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Additional information regarding the bankruptcy filing is available on the internet at www.atpog.com. Filings with the Court and claims information are available at www.kccllc.net/atpog. ATP expects to begin submitting monthly operating reports to the Court in September 2012, and also plans to post these monthly reports in the Investor Relations section of ATP’s website.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release of ATP dated August 17, 2012
99.2	Projections

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.

	ATP Oil & Gas Corporation
Date: August 17, 2012	By:	/s/ Albert L. Reese Jr.
		Albert L. Reese Jr.
		Chief Financial Officer

ATP Oil & Gas Corporation

Current Report on Form 8-K

Dated August 17, 2012

EXHIBIT INDEX

Exhibit Number	Exhibit Title or Description
99.1	Press Release of ATP dated August 17, 2012
99.2	Projections

EX-99.1

Exhibit 99.1

News Release

For Immediate Release on 08/17/12

ATP Files Voluntary Petition for Chapter 11 Reorganization and

Receives Commitment for $617.6 million in DIP Financing;

Oil and Gas Operations to Continue in the Ordinary Course

HOUSTON, TX – August 17, 2012 – (Business Wire) – ATP Oil & Gas Corporation (NASDAQ: ATPG) today announced that it has filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. ATP has taken this action in order to undertake a comprehensive financial restructuring. ATP expects its oil and gas operations to continue in the ordinary course throughout the reorganization process and sees the reorganization as a helpful step towards deleveraging the company to position it for future development of its assets. ATP believes that the rights and protections afforded it by a court-supervised reorganization process, including the ability to access new financing, will provide ATP with the time and flexibility it needs to fully address its financial challenges and position ATP for long-term viability.

The primary reason for the reorganization began with the Macondo well blowout in April 2010 and the imposition beginning in May 2010 of the moratoria on drilling and related activities in the Gulf of Mexico. These events prevented ATP from bringing to production in 2010 and in early 2011 six development wells that would have added significant production to ATP. As of the date of this filing, three of these wells are yet to be drilled. Had ATP been allowed to drill and complete these wells ATP believes it would have provided a material production change in 2010 continuing to today. This projected increase in production should have substantially increased cash flows, shareholder value and allowed the company the ability to withstand normal operational issues experienced by owners of oil and gas properties in the Gulf of Mexico. In addition, these incremental cash flows would have mitigated or prevented the need to enter into many of the financings ATP has closed since the imposition of the moratoria — financings that require relatively high rates of return and monthly payments.

ATP has obtained a commitment for $617.6 million of debtor-in-possession (DIP) financing from members of its existing senior lender group, which will provide $250 million of additional funds and refinance into the DIP facility the amounts owed to those existing first lien lenders that participate in providing additional funds. Upon approval by the Bankruptcy Court, the new financing and cash generated from ATP’s ongoing operations will be used to support the business and ATP’s efforts to negotiate and implement a reorganization plan acceptable to its stakeholders.

ATP has filed various “first-day” motions with the Bankruptcy Court to obtain the relief needed to ensure that the filing does not adversely affect day-to-day operations for its employees or suppliers, including requesting authorization to continue paying employee wages and providing health care and other benefits. As a result of their receipt of the DIP financing, ATP has the capacity and intends to pay its suppliers in full under normal terms for any goods and services provided after the filing date of August 17, 2012.

Additional information is available on ATP’s website at www.atpog.com or at www.kccllc.net/atpog and by calling (866) 967-1787.

ATP’s legal advisor on the restructuring is Mayer Brown LLP and its financial advisors are Jefferies & Company, Inc. and Opportune LLP.

ATP Oil & Gas Corporation 4600 Post Oak Place Suite 100 Houston, TX77027 www.atpog.com

About ATP Oil & Gas Corporation

ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and the North Sea. For more information about ATP Oil & Gas Corporation, visit www.atpog.com.

Forward-looking Statements

Certain statements in this press release 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 filings ATP is announcing today and our business and financial prospects. Statements of management’s expectations, including its desire to successfully restructure in order to position ATP for long term viability and success, to address its financial challenges, to address important issues in an orderly way and to make ATP 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 ATP to continue as a going concern, (ii) the ability of ATP to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 case, (iii) the ability of ATP 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 ATP 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 ATP 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 ATP 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 ATP’s liquidity or results of operations, (ix) the ability to execute ATP’s business and restructuring plans, (x) increased legal costs related to ATP’s bankruptcy filing and other litigation, and (xi) the ability of ATP 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 ATP’s public filings and those discussed above cause results to differ materially from those expressed in ATP’s forward-looking statements, ATP’s business, financial condition, results of operations or liquidity, and the interests of creditors, equity holders and other constituents, could be materially adversely affected. ATP undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information concerning factors that could cause actual results to materially differ from those projected herein, please refer to ATP’s periodic reports on Form 10-K and Form 10-Q.

# # #

ATP Oil & Gas Corporation 4600 Post Oak Place Suite 100   Page 2 of 2 Houston, TX77027 www.atpog.com

EX-99.2

Exhibit 99.2

Cash Flow Forecast

Overview

18-Month Cash Flow Forecast

	Monthly Summary
	Start Date 8/6/12			Month 1 9/1/12			Month 2 10/1/12			Month 3 11/1/12			Month 4 12/1/12			Month 5 1/1/13		Month 6 2/1/13		Month 7 3/1/13		Month 8 4/1/13			Month 9 5/1/13		Month 10 6/1/13			Month 11 7/1/13		Month 12 8/1/13		Month 13 9/1/13		Month 14 10/1/13		Month 15 11/1/13		Month 16 12/1/13			Month 17 1/1/14			Month 18 2/1/14			18-Month Total
Beginning Cash Balance	$	11.9		$	24.1		$	187.1		$	116.3		$	100.6		$	44.7	$	59.3	$	81.2	$	98.4		$	63.8	$	81.9		$	51.8	$	67.1	$	79.6	$	90.7	$	96.0	$	102.6		$	62.5		$	55.5		$	11.9
Gross Receipts
Gross Oil Receipts	$	36.4		$	43.5		$	40.7		$	56.5		$	72.7		$	87.0	$	84.5	$	76.8	$	74.4		$	73.4	$	70.8		$	70.0	$	69.5	$	65.9	$	60.7	$	57.0	$	49.8		$	46.2		$	43.9		$	1,179.7
Gross Gas Receipts		2.2			1.2			1.0			1.4			3.6			5.6		5.8		5.6		5.1			5.3		5.2			5.3		5.2		5.2		5.0		4.8		4.5			3.5			2.8			78.5
Gross NGL Receipts		1.1			1.4			1.3			1.1			3.1			4.7		4.7		4.6		4.2			4.5		4.3			4.4		4.3		4.3		4.2		4.0		3.7			2.8			2.2			64.9
Total Gross Receipts	$	39.7		$	46.0		$	43.0		$	59.0		$	79.4		$	97.3	$	95.1	$	86.9	$	83.7		$	83.3	$	80.3		$	79.7	$	79.1	$	75.4	$	69.9	$	65.9	$	58.1		$	52.5		$	48.9		$	1,323.1
Less: Escrowed Funds	$	3.1		$	5.0		$	4.7		$	4.7		$	4.4		$	4.4	$	4.3	$	3.8	$	4.0		$	3.7	$	3.7		$	3.5	$	3.5	$	3.3	$	3.1	$	1.0	$	0.9		$	0.9		$	0.1		$	62.4
Outside Owner Distributions
Total Outside Owner Distributions	$	12.2		$	2.8		$	3.1		$	2.8		$	5.0		$	11.1	$	15.8	$	15.7	$	14.8		$	13.6	$	14.1		$	13.4	$	13.5	$	12.9	$	12.4	$	11.5	$	10.6		$	9.5		$	8.1		$	202.7
Term Related Production Payments
Total Term Related Production Disbursements	$	19.0		$	17.6		$	25.6		$	23.2		$	37.4		$	29.2	$	29.7	$	27.6	$	25.2		$	26.3	$	25.0		$	24.5	$	23.9	$	24.8	$	23.0	$	19.3	$	17.6		$	13.5		$	12.1		$	444.7
Net Revenue	$	5.4		$	20.6		$	9.5		$	28.2		$	32.6		$	52.7	$	45.3	$	39.8	$	39.7		$	39.6	$	37.5		$	38.3	$	38.3	$	34.3	$	31.4	$	34.0	$	29.0		$	28.5		$	28.5		$	613.3
Less: Derivative Settlements	$	73.1		$	—		$	0.6		$	1.3			—		$	0.3	$	0.3	$	0.3	$	—		$	—	$	—		$	—	$	—	$	—	$	—	$	—	$	—		$	—		$	—		$	75.9
Less: Lease Operating Disbursements		7.2			9.0			9.0			9.0			9.0			9.0		9.0		9.0		9.0			9.0		9.0			9.0		9.0		9.0		9.0		9.0		9.0			9.0			8.4			168.6
Pipeline & Platform Disbursements
Less: Gomez Pipeline Obligations	$	2.0		$	1.0		$	1.0			0.9		$	0.9		$	0.9	$	0.8	$	0.9	$	0.8		$	0.8	$	0.8		$	0.8	$	0.8	$	0.8	$	0.8	$	0.8	$	0.8		$	0.8		$	0.8		$	17.6
Less: Titan Fee (Principal + Interest)		5.5			10.0			5.0			5.0			10.0			5.0		5.0		5.0		5.0			5.0		5.0			5.0		5.0		5.0		5.0		5.0		5.0			5.0			5.0			105.5
Less: ATP IP Fees		7.6			1.5			1.6			1.5			1.6			1.6		1.4		1.6		1.5			1.6		1.5			1.6		1.6		1.5		1.6		1.5		1.6			1.6			1.4			35.2
Total: P&P Disbursements	$	15.1		$	12.5		$	7.5		$	7.4		$	12.5		$	7.5	$	7.3	$	7.4	$	7.4		$	7.4	$	7.4		$	7.4	$	7.4	$	7.4	$	7.4	$	7.4	$	7.4		$	7.4		$	7.2		$	158.3
Net Operating Cash Flow	$	(90.1	)	$	(0.9	)	$	(7.6	)	$	10.5		$	11..1		$	35.9	$	28.8	$	23.1	$	23.3		$	23.2	$	21.1		$	21.9	$	21.8	$	18.0	$	15.0	$	17.7	$	12.6		$	12.1		$	12.9		$	210.4
Less: General & Administrative	$	4.5		$	1.2		$	3.1		$	2.6		$	2.8		$	2.5	$	2.3	$	1.6	$	3.3		$	2.3	$	2.4		$	3.6	$	2.4	$	2.0	$	2.3	$	2.6	$	2.8		$	2.5		$	2.3		$	49.1
Less: Netherlands Funding		2.0			—			0.1			—			2.0			—		0.0		—		0.0			—		0.0			—		0.0		—		0.0		—		0.0			—			0.0			4.2
Less: Bankruptcy Fees		22.0			5.1			2.2			1.9			1.9			1.9		1.9		1.9		1.9			1.9		1.9			1.9		1.9		1.9		1.9		1.9		1.9			8.2			11.1			74.8
Capex Cash Disbursements
Less: Capex	$	30.0		$	22.0		$	35.1		$	14.9		$	18.5		$	10.3	$	—	$	—	$	—		$	—	$	—		$	—	$	—	$	—	$	—	$	—	$	—		$	8.4		$	—		$	139.2
Less: Abandonment Obligations		2.3			2.5			21.1			6.2			8.1			6.0		2.0		1.7		1.0			1.0		3.8			1.2		5.0		3.0		5.5		6.6		7.9			—			—			84.9
Total Capex	$	32.3		$	24.5		$	56.2		$	21.1		$	26.6		$	16.3	$	2.0	$	1.7	$	1.0		$	1.0	$	3.8		$	1.2	$	5.0	$	3.0	$	5.5	$	6.6	$	7.9		$	8.4		$	—		$	224.1
Financing Disbursements
Less: 1st Lien Principal + Interest	$	372.4		$	—		$	—		$	—		$	—		$	—	$	—	$	—	$	—		$	—	$	—		$	—	$	—	$	—	$	—	$	—	$	—		$	—		$	—		$	372.4
Less: DIP Payments		—			—			—			—			33.1			—		—		—		51.7			—		43.1			—		—		—		—		—		40.3			—			—			167.5
Less: Vendor Deferrals		3.5			1.4			1.4			0.7			0.7			0.7		0.7		0.7		0.7			—		—			—		—		—		—		—		—			—			—			10.4
Total Financing Disbursements	$	375.9		$	1.4		$	1.4		$	0.7		$	33.7		$	0.7	$	0.7	$	0.7	$	51.7		$	—	$	43.1		$	—	$	—	$	—	$	—	$	—	$	40.3		$	—		$	—		$	550.2
DIP Facility	$	539.0		$	196.0		$	—		$	—		$	—		$	—	$	—	$	—	$	—		$	—	$	—		$	—	$	—	$	—	$	—	$	—	$	—		$	—		$	—			735.0
Total Cash Flow	$	12.2		$	162.9		$	(70.8	)	$	(15.7	)	$	(55.9	)	$	14.6	$	21.9	$	17.3	$	(34.6	)	$	18.1	$	(30.1	)	$	15.2	$	12.5	$	11.1	$	5.3	$	6.6	$	(40.2	)	$	(7.0	)	$	(0.6	)	$	43.0
Ending Cash Balance	$	24.1		$	187.1		$	116.3		$	100.6		$	44.7		$	59.3	$	81.2	$	98.4	$	63.8		$	81.9	$	51.8		$	67.1	$	79.6	$	90.7	$	96.0	$	102.6	$	62.5		$	55.5		$	54.9		$	54.9

Summary of Reserve Report

Per 6/30 Management Estimates | Pre – NPI / ORRI

($Millions)

	Proved Developed Producing											Non-PDP Proved													Probable
	Reserves											Reserves													Reserves
	Natural Gas (Bcf)		Oil (Mmboe)		NGL (Mmboe)		Total (Mmboe)		PV-10			Natural Gas (Bcf)		Oil (Mmboe)		NGL (Mmboe)		Total (Mmboe)		PV-10		Total Proved PV-10			Natural Gas (Bcf)		Oil (Mmboe)		NGL (Mmboe)		Total (Mmboe)		PV-10		Total Proved + Prob. PV-10
Telemark		3.58		8.55		0.31		9.46	$	609.4			26.20		24.37		1.45		30.19	$	1,222.0	$	1,831.4			11.06		15.38		0.62		17.84	$	848.0	$	2,679.4
Total Telemark
Gomez		3.22		2.11		0.25		2.90	$	147.0			39.96		7.15		3.01		16.82	$	441.3	$	588.3			9.65		5.80		0.76		8.17	$	284.7	$	873.0
Total Gomez
Clipper		0.00		0.00		0.00		0.00	$	0.0			13.68		5.19		0.77		8.23	$	396.4	$	396.4			14.44		2.19		0.81		5.40	$	232.5	$	628.9
GC300
Entrada		0.00		0.00		0.00		0.00	$	0.0			2.04		1.52		0.00		1.86	$	29.5	$	29.5			35.21		4.50		0.00		10.37	$	262.0	$	291.6
GB 782
Other GOM
Canyon Express		3.92		0.00		0.00		0.65	$	(10.4	)		20.86		0.03		0.00		3.51	$	9.3	$	(1.1	)		31.57		0.04		0.00		5.31	$	25.8	$	24.7
Other GOM		0.75		0.49		0.00		0.61		13.8			4.90		1.41		0.00		2.22		57.8		71.6			1.05		1.76		0.00		1.94		69.6		141.2
Total Other GOM		4.67		0.49		0.00		1.27	$	3.4			25.76		1.44		0.00		5.73	$	67.1	$	70.5			32.62		1.81		0.00		7.25	$	95.4	$	165.9
UK
Cheviot		0.00		0.00		0.00		0.00	$	0.0			66.83		21.32		0.00		32.46	$	25.5	$	25.5			32.29		9.77		0.00		15.16	$	583.8	$	609.2
Other UK		4.72		0.00		0.00		0.79		20.8			17.78		0.06		0.00		3.02		73.3		94.1			23.12		0.11		0.00		3.96		61.6		155.7
Total UK		4.72		0.00		0.00		0.79	$	20.8			84.61		21.38		0.00		35.49	$	98.7	$	119.6			55.41		9.88		0.00		19.12	$	645.3	$	764.9
Grand Total		16.19		11.15		0.57		14.41	$	780.6			192.25		61.05		5.23		98.32	$	2,255.2	$	3,035.8			158.38		39.56		2.19		68.15	$	2,367.9	$	5,403.6