SANCHEZ ENERGY CORPORATION (OTCMKTS:SNZYP) Files An 8-K Completion of Acquisition or Disposition of Assets

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SANCHEZ ENERGY CORPORATION (OTCMKTS:SNZYP) Files An 8-K Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of
Assets.

On December14, 2016, SN Cotulla Assets, LLC (SNC), a
wholly-owned subsidiary of Sanchez Energy Corporation (the
Company),
completed the initial closing on its previously announced sale
(the Transaction) to
Carrizo (Eagle Ford) LLC (Carrizo Eagle
Ford
) of certain oil and gas interests and
associated assets located in Dimmit County, Frio County, LaSalle
County, Zavala County and McMullen County, Texas (the
Cotulla
Assets
). SNC completed a second closing on an
additional portion of the Cotulla Assets on January9, 2017 and a
third closing on the final portion of the Cotulla Assets on
April13, 2017, subject to customary post-closing adjustments. To
date, SNC has received aggregate consideration of approximately
$170.3 million.

The Cotulla Assets were sold to a Purchase and Sale Agreement
dated October24, 2016 (the Purchase
Agreement
) between SNC and Carrizo Eagle Ford, and,
for the limited purposes set forth therein, the Company and
Carrizo Oil Gas,Inc. (Carrizo). The
Purchase Agreement contains customary representations,
warranties, covenants, indemnification provisions and adjustments
that are typical for these types of transactions. Such
representations, warranties, covenants, indemnifications and
other provisions were made or agreed to, among other things, to
provide the parties thereto with specified rights and obligations
and to allocate risk among them. Accordingly, the Purchase
Agreement should not be relied upon as constituting a description
of the actual state of affairs of any of the parties thereto or
their affiliates at the time it was entered into or otherwise.

This summary of the Purchase Agreement does not purport to be
complete, and is qualified in its entirety by reference to the
text of the Purchase Agreement, a copy of which was filed as
Exhibit2.1 to the Companys Current Report on Form8-K on
January13, 2017 and is incorporated into this Item 2.01 by
reference.

Item 9.01 Financial Statements and
Exhibits.

(d)Exhibits.

The following materials are furnished as exhibits to this Current
Report on Form8-K:

ExhibitNo.

Exhibit

2.1

Purchase and Sale Agreement by and between SN Cotulla
Assets, LLC and Carrizo (Eagle Ford) LLC, and joined for
the limited purposes set forth therein, Sanchez Energy
Corporation and Carrizo Oil Gas,Inc. dated October24, 2016
(filed as Exhibit2.1 to the Companys Current Report on
Form8-K on January13, 2017 and incorporated herein by
reference)*

99.1

The unaudited pro forma combined balance sheet of the
Company as of September30, 2016 and the unaudited pro forma
combined statement of operations of the Company for the
year ended December31, 2015 and for the nine months ended
September30, 2016 and 2015, each of which give effect to
the Transaction (filed as Exhibit99.1 to the Companys
Current Report on Form8-K on January13, 2017 and
incorporated herein by reference)

* Exhibits and Schedules have been omitted to Item 601(b)(2)of
Regulation S-K. A list of these Exhibits and Schedules is
included in the index of the Purchase Agreement. The Company
agrees to furnish a supplemental copy of any such omitted
Exhibitor Schedule to the SEC upon request.

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: April19, 2017

By:

/s/ Howard J. Thill

Howard J. Thill

Executive Vice President and Chief Financial Officer

EXHIBITINDEX

ExhibitNo.

Exhibit

2.1

Purchase and Sale Agreement by and between SN Cotulla
Assets, LLC and Carrizo (Eagle Ford) LLC, and joined for
the limited purposes set forth therein, Sanchez Energy
Corporation and Carrizo Oil Gas,Inc. dated October24,
2016 (filed as Exhibit2.1 to the Companys Current Report
on Form8-K on January13, 2017 and incorporated herein by
reference)*

99.1

The unaudited pro forma combined balance sheet of the
Company as of September30, 2016 and the unaudited pro
forma combined statement of operations of the Company for
the year ended December31, 2015 and for the nine months
ended September30, 2016 and 2015, each of which give
effect to the Transaction (filed as Exhibit99.1 to the
Companys Current Report on Form8-K on January13, 2017 and
incorporated herein by reference).

* Exhibits and Schedules have been omitted


About SANCHEZ ENERGY CORPORATION (OTCMKTS:SNZYP)

Sanchez Energy Corporation is an independent exploration and production company. The Company is focused on the acquisition and development of the United States onshore unconventional oil and natural gas resources. The Company primarily focuses on the Eagle Ford Shale in South Texas. The Company also holds an undeveloped acreage position in the Tuscaloosa Marine Shale (TMS) in Mississippi and Louisiana. As of December 31, 2016, it had assembled approximately 278,000 net leasehold acres in the Eagle Ford Shale. As of December 31, 2016, it had 473 net wells in the Eagle Ford Shale area. In its Catarina area, the Company had approximately 106,000 net acres in Dimmit, LaSalle and Webb Counties, Texas, at December 31, 2016. In its Maverick area, it had approximately 100,000 net acres in Dimmit, Frio, LaSalle, Zavala and McMullen Counties, Texas, at December 31, 2016. In its Javelina area, it had approximately 39,500 net acres in LaSalle and Webb Counties, Texas, at December 31, 2016.

SANCHEZ ENERGY CORPORATION (OTCMKTS:SNZYP) Recent Trading Information

SANCHEZ ENERGY CORPORATION (OTCMKTS:SNZYP) closed its last trading session 00.00 at 35.78 with 30,375 shares trading hands.