UNITED ~~STATES SECURITIES~~STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF ~~THE SECURITIES~~ THESECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 3027, 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~~StreetSuite ~~3000 Houston~~3000Houston, 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 82.0104 ~~Other~~Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

As previously disclosed, on January 28, 2020, Sanchez Energy Corporation (the “Company,” ~~“we~~),” ~~“our,” “us” or similar terms) will be relying on~~ the ~~Securities~~financial ~~and~~institutions ~~Exchange~~or ~~Commission’s~~other ~~Order~~entities ~~under~~from ~~Section~~time 36to oftime ~~the~~parties ~~Securities~~thereto ~~Exchange~~as ~~Act~~lenders ~~of 1934 Modifying Exemptions from~~ (the ~~Reporting~~“DIP Lenders”), and ~~Proxy~~Wilmington ~~Delivery~~Savings ~~Requirements~~Fund ~~for~~Society, ~~Public~~FSB, ~~Companies~~as ~~dated~~administrative ~~March~~agent ~~25,~~and ~~2020~~collateral agent (~~Release~~the ~~No. 34-88465~~“Agent”), toentered ~~delay~~into ~~the~~an ~~filing~~Amended ofand ~~its~~Restated ~~Annual~~Senior ~~Report~~Secured ~~on Form 10~~Debtor-Kin-Possession ~~for~~Term ~~the~~Loan ~~year~~Credit ~~ended~~Agreement ~~December 31, 2019~~ (the “~~Report~~Loan Agreement”) ~~due~~, towhich, ~~circumstances~~among ~~related~~other tothings, ~~coronavirus~~provided ~~disease~~for ~~2019~~certain ~~(“COVID-19”).~~milestone ~~In particular~~dates, ~~COVID-19~~including ~~and~~a ~~related federal,~~deadline ~~state~~for ~~and~~filing ~~local~~by ~~restrictions have caused~~ the ~~closure~~Company of ~~the~~a ~~Company’s~~plan ~~principal~~of ~~offices~~reorganization ~~and~~meeting ~~limited~~the ~~access~~requirements toof the ~~Company’s~~ ~~facilities~~Loan ~~and~~Agreement ~~books~~(the ~~and records~~“Plan”), ~~resulting~~which indeadline ~~limited~~was ~~support~~previously ~~from~~extended ~~and access~~ to ~~personnel~~March ~~and professional advisors~~26, as ~~well~~2020 asin ~~communications~~accordance ~~and~~with ~~similar~~the ~~delays~~Loan ~~among~~Agreement. ~~such~~The ~~persons,~~Company ~~and~~did ~~delays~~not infile the ~~receipt~~Plan ~~and~~by ~~processing of critical information necessary to complete~~ the ~~Report~~extended ~~timely~~deadline and ~~accurately. In addition~~, as ~~previously~~a ~~disclosed~~result, ~~the~~an ~~Company~~“Event ~~has been in discussions with certain~~ of ~~its~~Default” ~~bondholders~~under, and ~~other~~as ~~stakeholders~~defined ~~regarding a potential restructuring transaction and other related matters. The outcome of such negotiations~~in, ~~and~~ the ~~terms~~Loan ofAgreement ~~any potential restructuring transaction, remain highly uncertain~~occurred. ~~COVID-19~~Under ~~and~~ the ~~economic~~Loan ~~uncertainty~~Agreement, ~~and~~on ~~market~~March ~~turmoil~~27, ~~resulting~~2020, ~~from this pandemic prior to~~ the ~~conclusion~~Agent ofprovided ~~these~~five ~~discussions~~business ~~have~~days’ ~~required the~~notice ~~devotion of a significant amount of Company time and resources and administrative support to simultaneously~~ (i)the ~~continue~~“Enforcement ~~such discussions~~ and ~~related~~Default ~~due diligence and analyses and (ii~~Notice”) ~~complete~~of the ~~Company’s~~acceleration ~~financial~~of ~~statements~~all ~~and~~outstanding ~~related~~obligations ~~disclosures, while~~under ~~also monitoring how~~ the ~~potential~~Loan ~~outcome~~Agreement; ofas ~~these~~a ~~ongoing~~result, ~~discussions and any related course of action pursued by~~ the ~~Company may~~$150 ~~affect~~million ~~the Report. All of these circumstances have,~~ in ~~turn,~~borrowings ~~delayed~~under the ~~Company~~Loan ~~from~~Agreement ~~completing~~and ~~the~~accrued ~~Report~~and byunpaid ~~the~~interest ~~original filing~~and ~~deadline.~~fees ~~Notwithstanding~~thereon ~~the~~would ~~foregoing,~~become ~~the~~immediately ~~Company~~due ~~expects~~and topayable ~~file~~on ~~the~~April ~~Report no later than May 14~~3, 2020 (~~which is 45 days from~~ the ~~Report’s~~“Remedies Notice ~~original filing deadline of March 30, 2020~~Period”).

~~The Company has not yet finalized its financial~~ ~~results~~ During ~~for~~ the ~~year~~Remedies ~~ended~~Notice ~~December 31~~Period, ~~2019. Among other procedures being carried out to finalize its books and records,~~ the Company is, in the ~~process~~Agent ~~of completing its impairment analyses regarding proved~~ and ~~unproved~~the ~~property.~~lenders ~~The~~have ~~Company’s~~consented ~~actual results may differ materially from any estimates due~~ to ~~the~~a ~~completion~~hearing ofon ~~its~~an ~~financial~~expedited ~~closing~~basis ~~procedures, final adjustments and other developments that may arise between now and the time the financial results~~ for the ~~year~~sole ~~ended~~purpose ~~December~~of ~~31,~~(x) ~~2019~~contesting ~~are~~whether ~~finalized. The Company currently estimates~~ a ~~material~~termination ~~net~~event ~~loss~~has ~~for~~occurred ~~the~~and ~~year~~is ~~ended~~continuing ~~December 31, 2019 as compared to net income of approximately $85.2 million for the year ended December 31, 2018, with the variance primarily attributable to estimated significant~~ and ~~material proved~~(y) ~~property~~arguing ~~impairments~~ for ~~the~~continued ~~year~~imposition ~~ended December 31, 2019. The adverse impact~~ of ~~lower commodity prices on proved reserve values, in addition to~~ the ~~Company’s~~automatic ~~recent and projected reduced drilling and development activities, contributed to the estimated proved property impairment~~stay. ~~In addition~~ However, ~~the~~if ~~Company expects to record~~ a ~~material~~hearing ~~impairment~~ to ~~its~~consider ~~unproved oil and natural gas properties for~~ the ~~year~~foregoing ~~ended~~is ~~December~~requested ~~31, 2019 as compared~~ to ~~approximately~~be ~~$7.8~~heard ~~million~~before ~~for~~ the ~~year~~end ~~ended~~of ~~December 31,~~the ~~2018.~~Remedies ~~The~~Notice ~~Company’s~~Period ~~unproved~~but ~~property~~is ~~impairment~~scheduled ~~expenses~~ for ~~the~~a ~~years~~later ~~ended~~date ~~December~~by ~~31,~~the ~~2019~~bankruptcy ~~(estimated) and 2018 were primarily due to anticipated and actual~~court, ~~respectively, acreage expirations from changes in~~ the ~~Company’s~~Remedies ~~development plans.~~Notice ~~Significant~~Period ~~declines~~will inbe ~~commodity~~automatically ~~prices,~~extended ~~further changes~~ to the ~~Company’s~~date ~~drilling~~of ~~plans or reductions in proved reserve estimates could result in additional property impairments in~~ the ~~future,~~conclusion ~~and~~of such ~~additional impairments could also be material~~hearing. InDuring ~~addition,~~the ~~sales~~Remedies ~~revenue~~Notice ~~for oil~~Period, ~~natural gas and natural gas liquids are estimated to be materially less for~~ the ~~year ended~~lenders ~~December~~have ~~31,~~no ~~2019~~obligation ~~as compared~~ to ~~December~~provide ~~31, 2018, with the variance primarily attributable to lower production volumes from reduced drilling~~ and ~~development activities and lower commodity prices for~~ the ~~year ended December 31, 2019. The~~ Company ~~faces uncertainty regarding the adequacy of its liquidity and capital resources and~~ has ~~extremely~~no ~~limited,~~right ifto request any, ~~access to~~ additional ~~financing~~ ~~beyond~~borrowings ~~its~~under ~~current debtor-in-possession financing. The Company is in~~ the ~~process~~Loan of performing various analyses as part of the preparation of the financial statements and currently anticipates that the financial statements will contain certain disclosures regarding substantial doubt about the Company’s ability to continue as a going concern as of the year ended December 31, 2019Agreement.

In On ~~light~~March of30, 2020, based upon an agreement in principle between the ~~current~~DIP ~~COVID-19~~Lenders ~~pandemic,~~ and the Company ~~will~~and ~~include~~its subsidiary debtors regarding the terms of a ~~Risk~~plan ~~Factor~~of inreorganization, the ~~Report~~DIP ~~substantially~~Lenders ~~similar~~agreed, and instructed the Agent, to abate the ~~following:~~Enforcement and Default Notice.

~~An occurrence of an uncontrollable event such as the COVID-19~~SIGNATURES ~~pandemic may negatively affect our operations.~~

~~The occurrence of an uncontrollable~~ ~~event~~ Pursuant ~~such~~to as the ~~coronavirus~~requirements disease 2019 (“COVID-19”) pandemic may negatively affect our operations and financial condition, and as a result, among other things, our development and production operations may be curtailed, delayed or canceled. Because our current business focus is on the exploration and production of oil and natural gas in a limited number of properties and primarily in a single geographic area, we may be more affected by this pandemic than we would if our business were more diversified. A pandemic typically results, and has resulted in this instance, in federal, state and local restrictions, social distancing, travel bans and quarantines, and has limited access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact our operations, financial condition and market demand for the ~~oil~~Securities ~~and~~Exchange ~~natural~~Act ~~gas that we produce but may also affect our overall ability to react timely to mitigate the impact~~ of ~~this event. Also~~1934, the ~~COVID-19~~Registrant ~~pandemic, together with the recent significant decline in commodity prices and volatility in the global financial markets,~~ has ~~negatively~~duly ~~impacted~~caused ~~our~~this ~~ongoing~~report ~~bankruptcy proceedings and it may impede our ability~~ to ~~comply with our filing obligations with the SEC. In most respects, it is too early in the COVID-19 pandemic to~~ be ~~able~~signed toon ~~quantify~~its orbehalf ~~qualify~~by the ~~longer-term~~undersigned ~~ramifications~~hereunto onduly ~~our business or bankruptcy proceedings, our customers and/or our potential investors and other stakeholders~~authorized.

******************


	SANCHEZ ENERGY CORPORATION


Date: April 1, 2020	By:	/s/ Cameron W. George
		Name:	Cameron W. George
		Title:	Executive Vice President and Chief Financial Officer

The foregoing statements are based on the Company’s current expectations and assumptions as of the date of this filing and involve a number of risks and uncertainties which may cause actual results to differ from these preliminary estimates and statements. The risks include, but are not limited to, unexpected changes arising during management’s ongoing annual review procedures, the outcome of the Company’s chapter 11 cases and negotiations and discussions with the Company’s bondholders and other stakeholders, and the Company’s restructuring plans.

Certain statements contained in this current report, and certain statements contained in the Report, will include “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 this current report or in the Report that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements relate to certain assumptions we made based on management’s experience, the Company’s perception of historical trends and technical analyses, current conditions, anticipated future developments and other factors the Company believes to be appropriate and reasonable. When used in this current report or in the Report, 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 similar 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. The events anticipated by the Company’s forward-looking statements may not occur, and, if any of such events do, the Company may not have correctly anticipated the timing of their occurrence or the extent of their impact on the Company’s actual results. Accordingly, you should not place any undue reliance on any of the Company’s forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company 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 the Company or persons acting on the Company’s behalf.

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: March 30, 2020	By:	/s/ Cameron W. George
		Name:	Cameron W. George
		Title:	Executive Vice President and Chief Financial Officer

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