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):April 7, 2020
SANCHEZ ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-35372 | 45-3090102 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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):
¨ 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))
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 ¨
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 2.02 Results of Operations and Financial Condition.
The information on page 35 of the Presentation defined in Item 7.01 hereof and furnished as Exhibit 99.1 hereto contains estimates of certain financial and operational information regarding Sanchez Energy Corporation (the “Company”) as of or for the period ended December 31, 2019, and such information set forth on that page is hereby incorporated into this Item 2.02 by reference.
Item 7.01 Regulation FD Disclosure.
As previously disclosed in the Company’s Current Report on Form 8-K dated March 11, 2020, commencing on February 23, 2020, the Company entered into confidentiality agreements (the “Confidentiality Agreements”) with (a) members of an ad hoc group of certain holders of the Company’s 7.25% Senior Secured First Lien Notes due 2023 (the “Secured Noteholders”), (b) members of an ad hoc group of certain holders of the Company’s 7.75% Senior Notes due 2021 (the “7.75% Unsecured Noteholders”) and the Company’s 6.125% Senior Notes due 2023 (the “6.125% Noteholders” and, together with the 7.75% Unsecured Noteholders, the “Unsecured Noteholders,” and the Secured Noteholders and the Unsecured Noteholders together, the “NDA Parties”). The disclosure herein is being made pursuant to the Confidentiality Agreements between the Company and the Secured Noteholders following the occurrence of the April 6, 2020 “Disclosure Date” (as defined therein).
In connection with the Company’s ongoing discussions with its stakeholders regarding a potential reorganization, sale and/or restructuring transaction, arrangement, or series of transactions involving the Company or any of its subsidiaries or affiliates, the Company provided the Secured Noteholders with a presentation regarding the Company’s projected business plan (the “Presentation”), which is attached as Exhibit 99.1 hereto. On April 6, 2020, the Company and its debtor subsidiaries filed a Joint Chapter 11 Plan of Reorganization (the “Plan”) and related Disclosure Statement with the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). Consummation of the Plan is subject to, among other conditions set forth therein, confirmation of the Plan by the Bankruptcy Court in accordance with the requirements of the United States Bankruptcy Code. The Plan is supported by the Secured Noteholders and a significant majority of the lenders under the Company’s debtor-in-possession facility, and the Company has been and remains in discussions with its other stakeholders who have currently not agreed to the Plan. The Company can provide no assurance that any agreement on the terms of a potential restructuring transaction will be reached with such parties.
The Presentation includes certain projections and forecasts of the Company. The information in the Presentation is dependent upon assumptions with respect to commodity prices, production, development capital, exploration capital, operating expenses, availability and cost of capital and performance as set forth in the Presentation. Any financial projections or forecasts included in the Presentation were not prepared with a view toward public disclosure or compliance with the published guidelines of the Securities and Exchange Commission (the “SEC”) or the guidelines established by the American Institute of Certified Public Accountants regarding projections or forecasts. The projections do not purport to present the Company’s financial condition in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company’s independent accountants have not examined, compiled or otherwise applied procedures to the projections and, accordingly, do not express and have not expressed an opinion or any other form of assurance with respect to the projections. The inclusion of the projections herein should not be regarded as an indication that the Company or its representatives consider the projections to be a reliable prediction of future events, and the projections should not be relied upon as such. Neither the Company nor any of its representatives has made or makes any representation to any person regarding the ultimate outcome of the Company’s and its debtor subsidiaries’ chapter 11 cases and any restructuring of the Company effectuated therein compared to the projections, and none of them undertakes any obligation to publicly update the projections to reflect circumstances existing after the date when the projections were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error. The Company has not yet finalized its financial or operating results as of or for any historical period ended after September 30, 2019. As disclosed in the Company’s Current Report on Form 8-K filed on March 30, 2020, the Company is relying on the SEC’s Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) to delay the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “2019 10-K”) due to circumstances related to coronavirus disease 2019. The Company expects to file the 2019 10-K no later than May 14, 2020 (which is 45 days from the original filing deadline of March 30, 2020). The Company’s actual results may differ materially from these estimates due to the completion of our financial closing procedures, final adjustments and other developments that may arise between now and the time the financial and operating results for such periods are finalized.
Notes Regarding Non-GAAP Financial Measures
Included in this Current Report on Form 8-K (this “Form 8-K”) are certain non-GAAP financial measures as defined under Regulation G under the federal securities laws, including EBITDA, EBITDA Margin, Adjusted EBITDAX, Adjusted EBITDAX Less Capex, Free Cash Flow, Free Cash Flow (before A&D), Free Cash Flow (after A&D), Unlevered Cash Flow (After Ch. 11 Fees) and Discretionary Cash Flow. Investors are urged to consider closely the disclosure in Sanchez Energy’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 10-K”), Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and the reconciliation to GAAP measures provided in the Presentation. These non-GAAP financial measures should be considered as a supplement to, and not as a substitute for, or superior to, the financial measures prepared in accordance with GAAP.
EBITDA, EBITDA Margin, Adjusted EBITDAX, Adjusted EBITDAX Less Capex, Free Cash Flow, Free Cash Flow (before A&D), Free Cash Flow (after A&D), Unlevered Cash Flow (After Ch. 11 Fees) and Discretionary Cash Flow are non-GAAP financial measures that are used as a supplemental financial measure by our management and by external users of our financial statements, such as investors, commercial banks and others, including the NDA Parties, to assess our operating performance as compared to that of other companies in our industry, without regard to financing methods, capital structure or historical costs basis. These non-GAAP financial measures are also used to assess our ability to incur and service debt and fund capital expenditures. Our non-GAAP financial measures should not be considered an alternative to net income (loss), operating income (loss), cash flows provided by (used in) operating activities or any other measure of financial performance or liquidity presented in accordance with U.S. GAAP. Our non-GAAP financial measures may not be comparable to similarly titled measures of another company because all companies may not calculate these non-GAAP financial measures in the same manner.
We are unable to provide a reconciliation of the forward-looking non-GAAP financial measures, including EBITDA, EBITDA Margin, Adjusted EBITDAX, Adjusted EBITDAX Less Capex, Free Cash Flow, Free Cash Flow (before A&D), Free Cash Flow (after A&D), Unlevered Cash Flow (After Ch. 11 Fees) and Discretionary Cash Flow, contained in the Presentation filed with this Form 8-K to their respective most directly comparable GAAP financial measures, because the information necessary for quantitative reconciliations of the forward-looking non-GAAP financial measures to their respective most directly comparable GAAP financial measures is not (and was not, when prepared) available to us without unreasonable efforts. The probable significance of providing these forward-looking non-GAAP financial measures without the directly comparable GAAP financial measures is that such GAAP financial measures may be materially different from the corresponding non-GAAP financial measures.
Cautionary Note Regarding Forward-Looking Statements
The Presentation contains “forward looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included in the Presentation that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward looking statements. These statements are based on certain assumptions we made based on management’s experience, perception of historical trends and technical analyses, current conditions, anticipated future developments and other factors believed to be appropriate and reasonable by management. When used in this Form 8-K, words such as “will,” “potential,” “believe,” “estimate,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “plan,” “predict,” “forecast,” “budget,” “guidance,” “project,” “profile,” “model,” “strategy,” “future” or their negatives or the statements that include these words or other words that convey the uncertainty of future events or outcomes, are intended to identify forward looking statements, although not all forward looking statements contain such identifying words. Forward looking statements are not guarantees of performance. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control. These include risks described in the 2018 10-K and other filings with the SEC, available at the SEC’s website at www.sec.gov. Although we believe that the expectations reflected in our forward looking statements are reasonable and are based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all) or will prove to have been correct. In light of these risks, uncertainties and assumptions, the events anticipated by our forward-looking statements may not occur, and, if any of such events do, we may not have correctly anticipated the timing of their occurrence or the extent of their impact on our actual results. Accordingly, you should not place any undue reliance on any of our forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
The information included in this Form 8-K under Items 2.02 and 7.01 and Exhibit 99.1 attached hereto are 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 8.01 Other Events
On April 6, 2020, the Company and its debtor subsidiaries filed the Plan and related Disclosure Statement with the Bankruptcy Court. Court filings and other information relating to the Company’s restructuring, including the Plan, are available free of charge at https://cases.primeclerk.com/sanchezenergy. The Company’s Restructuring Information Hotline can be reached at (877) 756-7779 (for toll-free domestic calls) and (347) 505-7142 (for tolled international calls), or by email at sanchezinfo@primeclerk.com.
Item 9.01 Financial Statements and Exhibits
(d) Exhibit
| Exhibit No. |
| Exhibit |
| 99.1 | Presentation |
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 | |||
| Date: April 7, 2020 | By: | /s/ Cameron W. George | |
| Name: | Cameron W. George | ||
Title: | Executive Vice President and Chief Financial Officer | ||
