SANCHEZ ENERGY CORPORATION (OTCMKTS:SNZYP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive
Agreement.

On May25, 2017, Sanchez Energy Corporation (the
Company)
entered into an Equity Distribution Agreement (the
Equity
Distribution Agreement) with Citigroup Global
Markets Inc., BMO Capital Markets Corp., Capital One
Securities,Inc., RBC Capital Markets, LLC and SunTrust Robinson
Humphrey,Inc. (each a Sales Agent and
collectively, the Sales Agents). to
the Equity Distribution Agreement, the Company may sell from time
to time through the Sales Agents shares of common stock (the
Shares) having an
aggregate offering price of up to $75,000,000 (the
Offering). The
Shares to be sold in the Offering are registered under the
Securities Act of 1933, as amended (the Securities Act),
to a registration statement on FormS-3 (File No.333-210319).
Sales of the Shares, if any, will be made by any method permitted
by law deemed to be an at the market offering as defined in
Rule415(a)(4)of the Securities Act, including, without
limitation, sales made directly on the New York Stock Exchange,
on any other existing trading market for the Shares or to or
through a market maker or as otherwise agreed by the Company and
the Sales Agents. A legal opinion related to the Shares is filed
as Exhibit5.1 to this Current Report on Form8-K.

Under the terms of the Equity Distribution Agreement, the Company
may also sell Shares from time to time to a Sales Agent as
principal for its own account at a price to be agreed upon at the
time of sale. Any sale of Shares to a Sales Agent as principal
would be to the terms of a separate terms agreement between the
Company and the Sales Agent.

The foregoing description is a brief summary of the Equity
Distribution Agreement and does not purport to be a complete
statement of the parties rights and obligations under the Equity
Distribution Agreement. The foregoing description is qualified in
its entirety by reference to the full text of the Equity
Distribution Agreement, which is filed as Exhibit1.1 to this
Current Report on Form8-K and is incorporated by reference
herein.

Item 9.01. Financial Statements and
Exhibits.

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 26.75 with 451,268 shares trading hands.