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): August 16, 2019
SANCHEZ ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
| 001-35372 |
| 45-3090102 |
(State or other jurisdiction of |
| (Commission File Number) |
| (I.R.S. Employer |
1000 Main Street
Suite 3000
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 783-8000
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
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 o
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. o
Item 1.01 Entry into a Material Definitive Agreement
Debtor-in-Possession Credit Agreement
As previously disclosed, on August 11, 2019, Sanchez Energy Corporation (the “Company”) and certain of its subsidiaries filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Court”).
Effective as of August 16, 2019 the Company, as borrower, the financial institutions or entities from time to time parties thereto, as lenders, and Wilmington Saving Fund Society, FSB, as administrative agent and collateral agent, entered into a Senior Secured Debtor-in-Possession Term Loan Credit Agreement (the “DIP Facility”). Certain matters related to the DIP Facility, including certain of the terms and conditions of the DIP Facility, are disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed on August 14, 2019. On August 19, 2019, the Company borrowed an initial $50 million under the DIP Facility. The Company’s ability to access the remaining $125 million in principal amount of new term loans under the DIP Facility is subject to the final approval of the Court.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included, or incorporated by reference, in Item 1.01 of this Form 8-K regarding the DIP Facility is incorporated in this Item 2.03 by reference.
Item 7.01 Regulation FD Disclosure
Press Release
On August 19, 2019, the Company issued a press release announcing the Court’s approval of the Debtors’ “first day” motions in the Chapter 11 Cases. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information included in this Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibit
Exhibit No. |
| Description |
|
|
|
99.1 |
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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.
| SANCHEZ ENERGY CORPORATION | ||
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Date: August 22, 2019 | By: | /s/ Cameron W. George | |
|
| Name: | Cameron W. George |
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| Title: | Executive Vice President and |