division of operatorship under the JDA for any reason during a
budget negotiation period or, as applicable, in the event of an
Equitable Partition (as defined below), then, either Gavilan or
SN Maverick will have the right to cause a division of
operatorship to which, subject to the terms of the JDA and any
applicable joint operating agreements, the rights to
operatorship to applicable joint operating agreements will be
divided between Gavilan and SN Maverick on a geographic
wellpad-by-wellpad basis.

Subject to certain exceptions, the JDA prohibits direct or
indirect transfers of a partys interests in the Comanche Eagle
Ford Assets prior to the third anniversary of the date of the
JDA. After the third anniversary, each party will have
(i)certain tag-along rights in the event that another party
directly or indirectly proposes to transfer 35% or more of its
interests in the Comanche Eagle Ford Assets (including, in the
case of Gavilan, certain change of control transactions with
respect to the Company) and (ii)certain rights of first offer
in connection with certain proposed direct or indirect
transfers of any of a partys Comanche Eagle Ford Assets. In
addition, if at any time after the third anniversary of the JDA
(or within nine months following the termination of the JDA),
Gavilan desires to directly or indirectly transfer all or
substantially all of its and its affiliates interests in a
specified area which includes the area in which the Comanche
Eagle Ford Assets are located (a Sale
Transaction, including a Sale Transaction
Equitable Partition (as defined below) but not an Alternative
Equity Partition (as defined below)), subject to certain
exceptions, Gavilan may require the Company, SN Maverick, SN
UnSub, and their respective affiliates to sell or otherwise
convey their interests within such area comprising 75% of the
fair market value of such area (the Included
Percentage) to Gavilans transferee. However, if
the transfer of such land would result in the Company
transferring all or substantially all of its assets to
applicable law, then such applicable percentage of fair market
value shall be such lesser percentage that would not constitute
all or substantially all of the Companys assets to applicable
law, but in no event less than 66% (such area, the
Included
Sale Transaction Area, and the remainder of such
designated area, the Excluded Sale Transaction
Area and such remaining percentage, the
Excluded
Percentage). At the time of the Sale Transaction,
Gavilan and its affiliates must convey all of their interests
within the Excluded Sale Transaction Area to SN and SN UnSub (a
Sale
Transaction Equitable Partition) or, in lieu
thereof, make such conveyance to an alternative partition such
that the Included Sale Transaction Area comprises interests in
such designated area equal to 50% of the aggregate fair market
value of such designated area (or such other percentage
proportionate to the parties interests, if applicable) (such
percentage, the Gavilan
Percentage). The Excluded Sale Transaction Area
comprises that percentage of interests in such designated area
equal to 50% less the Gavilan Percentage (an Alternative Equitable
Partition and together with a Sale Transaction
Equitable Partition, each an Equitable
Partition).

In the event that Gavilan is unable to cause the Company, SN
Maverick, SN UnSub and/or their respective affiliates to
participate in a Sale Transaction as a result of any of the
limitations set forth in the JDA, then Gavilan will have the
right to effectuate an Alternative Equitable Partition, whereby
Gavilan will be entitled to all interests of the parties in the
Included Sale Transaction Area and SN and SN UnSub will be
entitled to all interests of the parties in the Excluded Sale
Transaction Area and the parties will use their respective
reasonable best efforts to effect such Alternative Equitable
Partition as promptly as practicable. In connection with the
effectuation of an Alternative Equitable Partition and to the
extent a Sale Transaction has not been consummated, the parties
shall use their respective reasonable best efforts to cause
Gavilan or its designee (or if applicable the transferee in a
Sale Transaction) to become operator under each joint operating
agreement applicable

to the conveyed assets included in the Included Sale
Transaction Area and cause SN Maverick or its designee to
become operator under each joint operating agreement applicable
to the assets included in the Excluded Sale Transaction Area.

In connection with a Sale Transaction, the form of
consideration will consist of either (i)all cash or (ii)cash
and not more than 25% in value of publicly traded securities,
subject to certain exceptions and limitations in SN Mavericks
debt agreements. In addition, Gavilan may not cause Sanchez
Energy, SN Maverick, SN UnSub and their respective affiliates
to participate in a Sale Transaction unless the consideration
received by Sanchez Energy, SN Maverick, SN UnSub and their
respective affiliates achieves certain specified thresholds and
satisfies certain other requirements specified in the JDA.

The JDA also establishes an area of mutual interest in respect
of an area surrounding the vicinity of the Comanche Eagle Ford
Assets for a period of five years from the date the JDA is
signed or termination of the JDA, whichever occurs first.

Securities Purchase Agreement

As part of the financing for the acquisition of the Comanche
Eagle Ford Assets, on January12, 2017, the Company, SN UnSub,
SN EF UnSub GP, LLC, the general partner of SN UnSub (the
SN UnSub
General Partner), SN UR Holdings, LLC, a
subsidiary of the Company (SN UR
Holdings), SN EF UnSub Holdings, LLC, a
subsidiary of SN UR Holdings (SN UnSub
Holdings), GSO ST Holdings Associates LLC
(GSO
Associates LLC), and GSO ST Holdings LP (the
GSO
Associates LP) entered into a Securities Purchase
Agreement (the SPA).

On February28, 2017, the parties to the SPA amended and
restated the SPA (the Amended and Restated
SPA) to add Intrepid Private Equity V-A, LLC
(Intrepid and,
together with GSO Associates LP, the Preferred Unit
Purchasers) as an additional party to the SPA.
GSO Associates LP is an investment vehicle owned by funds
managed or advised by GSO Capital Partners LP
(GSO) and GSO
Associates LLC, which is GSO Associates LPs general partner, is
a controlled affiliate of GSO.

At the closing of the transactions contemplated by the Purchase
Agreement, to the Amended and Restated SPA and subject to the
other terms and conditions provided therein:

SN UnSub Holdings purchased 100,000 common units of SN UnSub
for $100,000,000,

GSO Associates LP purchased 485,000 preferred units of SN UnSub
for $485,000,000;

Intrepid purchased 15,000 preferred units of SN UnSub for
$15,000,000;

SN UR Holdings purchased 99 ClassA Units in SN UnSub General
Partner for nominal consideration;

GSO Associates LLC purchased 1 ClassB Unit in SN UnSub General
Partner for nominal consideration;

Certain funds managed or advised by GSO (the GSO Funds)
received (i)1,455,000 shares of the Companys common stock and
(ii)warrants to purchase 1,940,000 shares of the Companys
common stock at an exercise price of $10 per share, subject to
customary anti-dilution adjustments; and

Intrepid received (i)45,000 shares of the Companys common stock
and (ii)warrants to purchase 60,000 shares of the Companys
common stock at an exercise price of $10 per share, subject to
customary anti-dilution adjustments.

The Amended and Restated SPA contains representations and
warranties, covenants, and termination and indemnification that
are customary for this type of transaction. The representations
and warranties and covenants in the Amended and Restated SPA
were made or agreed to, among other things, to provide the
parties with specified rights and obligations and to allocate
risk among the parties. Accordingly, the Amended and Restated
SPA should not be relied upon as constituting a description of
the state of affairs of any of the parties or their affiliates
at the time it was entered into or otherwise.

Warrant Agreements

At the closing of the transactions contemplated by the Purchase
Agreement, the Company entered into (i)three separate warrant
agreements to purchase an aggregate of 6,500,000 shares of the
Companys common stock with each of Gavilan Resources HoldingsA,
LLC, Gavilan Resources HoldingsB, LLC, and Gavilan Resources
HoldingsC, LLC (collectively, the Blackstone
Warrantholders), affiliates of The Blackstone
Group L.P., (ii)a warrant agreement to purchase an aggregate of
1,940,000 shares of the Companys common stock with the GSO
Funds, and (iii)a warrant agreement to purchase 60,000 shares
of the Companys common stock with Intrepid (collectively, the
Warrant
Agreements).

The Warrant Agreements provide for a $10 exercise price per
share to purchase the Companys common stock. The exercise price
and the number of shares of the Companys common stock for which
a warrant is exercisable are subject to adjustment from time to
time upon the occurrence of certain events including:
(i)payment of a dividend or distribution to holders of shares
of the Companys common stock payable in the Companys common
stock, (ii)a subdivision, combination, or reclassification of
the Companys common stock, (iii)the distribution of any rights,
options or warrants (excluding rights issued under the Companys
rights agreement) to all holders of the Companys common stock
entitling them for a certain period of time to purchase shares
of the Companys common stock at a price per share less than the
fair market value per share, and (iv)payment of a cash
distribution to all holders of the Companys common stock or a
distribution to all holders of the Companys common stock any
shares of the Companys capital stock, evidences of
indebtedness, or any of assets or any rights, warrants or other
securities of the Company. The Warrant Agreements also provide
that, if the Company proposes a voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the
Company, the holders of the warrants will receive the kind and
number of other securities or assets which the holder would
have been entitled to receive if the holder had exercised the
warrant in full immediately prior to the time of such
dissolution, liquidation or winding up and the right to
exercise the warrant will terminate on the date on which the
holders of record of the shares of common stock are entitled to
exchange their shares for securities or assets deliverable upon
such dissolution, liquidation or winding up.

The warrants issued to the Blackstone Warrantholders expire on
March1, 2022 and the warrants issued to the GSO Funds and
Intrepid expire on March1, 2032, in each case in accordance
with the terms and conditions of the applicable Warrant
Agreement.

This summary of the Warrant Agreements does not purport to be
complete, and is qualified in its entirety by reference to the
full text of the Warrant Agreements, which are filed as
Exhibit4.1, Exhibit4.2, Exhibit4.3, Exhibit4.4, and Exhibit4.5
to this Current Report on Form8-K and are incorporated into
this Item1.01 by reference.

Registration Rights Agreements

At the closing of the transactions contemplated by the Purchase
Agreement, the Company entered into separate registration
rights agreements with the Blackstone Warrantholders (the
Blackstone
Registration Rights Agreement), the GSO Funds
(the GSO
Registration Rights Agreement), and Intrepid
(together with the Blackstone Registration Rights Agreements
and the GSO Registration Rights Agreement, the
Registration Rights
Agreements). The Registration Rights Agreements
grant the parties certain registration rights for the shares of
the Companys common stock acquired by the parties, including
the shares issuable upon the exercise of the warrants to
purchase the Companys common stock. The Blackstone Registration
Rights Agreement and the GSO Registration Rights Agreement
provide that the Company will use its reasonable best efforts
to prepare and file a shelf registration statement with the
U.S. Securities and Exchange Commission (the SEC) to permit
the public resale of all registrable securities covered by the
applicable Registration Rights Agreement within 18 months of
the date of the agreement and to cause such shelf registration
statement to be declared effective no later than two years
after the date of the agreement.

The Registration Rights Agreements include piggyback rights for
the applicable holders, which provide that, if the Company
proposes to file certain registration statements or supplements
to certain effective registration statements for the sale of
shares of the Companys common stock in an underwritten offering
for its own account or that of another person or both, then the
Company is required to offer the holders the opportunity to
include in such underwritten offering such number of
registrable securities as each such holder may request, subject
to certain cutback rights if the Company has been advised by
the managing underwriter that the inclusion of registrable
securities for sale for the benefit of the holders will have an
adverse effect on the price, timing or distribution of the
shares of common stock in the underwritten offering.

The representations and warranties and covenants in the
Registration Rights Agreements were made or agreed to, among
other things, to provide the respective parties with specified
rights and obligations and to allocate risk among the
respective parties. Accordingly, the Registration Rights
Agreements should not be relied upon as constituting a
description of the state of affairs of any of the parties or
their affiliates at the time it was entered into or otherwise.

Standstill and Voting Agreement

On March1, 2017, the Company and each of Blackstone Capital
Partners VII L.P. and Blackstone Energy Partners II L.P.
(together, the Blackstone
Funds) entered into a Standstill and Voting
Agreement (the Standstill and Voting
Agreement). The Blackstone Funds agreed that,
without the prior consent of the Company, the Blackstone Funds
and their controlled affiliates,

including the Blackstone Warrantholders, will not, among other
things, (i)subject to certain exceptions, acquire interests in
any of voting securities of the Company or all or substantially
all of the assets of the Company or any of its subsidiaries,
(ii)call a special meeting of the holders of voting securities
of the Company or any of its subsidiaries, or (iii)seek
representation on the board of directors or seek the removal of
any member of the board of directors of the Company or any of
its subsidiaries.

Without the prior written consent of the Company, during the
period commencing on the date of the Standstill and Voting
Agreement and ending on the second anniversary of the date of
the closing of the transactions contemplated by the Purchase
Agreement, the Blackstone Funds and their controlled
affiliates, including the Blackstone Warrantholders, may not,
subject to certain exceptions, (i)offer, sell, contract to
sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant
to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any of the shares of the Companys
common stock or the warrants to purchase the Companys common
stock or (ii)directly or indirectly engage in any short sales
or other derivative or hedging transactions with respect to the
shares of the Companys common stock or the warrants to purchase
the Companys common stock.

The Blackstone Funds also agreed that, during the term of the
Standstill and Voting Agreement, subject to certain exceptions,
the Blackstone Funds and their controlled affiliates will vote
any voting securities of the Company that they beneficially own
in the same manner as recommended by the board of directors of
the Company to the other holders of voting securities of the
Company.

The Company previously entered into a Standstill and Voting
Agreement with the GSO Funds on February6, 2017 with
substantially similar terms as the Standstill and Voting
Agreement.

The representations and warranties and covenants in the
Standstill and Voting Agreement were made or agreed to, among
other things, to provide the respective parties with specified
rights and obligations and to allocate risk among the
respective parties. Accordingly, the Standstill and Voting
Agreement should not be relied upon as constituting a
description of the state of affairs of any of the parties or
their affiliates at the time it was entered into or otherwise.

Shareholders Agreement

On March1, 2017, the Company and Gavilan Resources Holdco, LLC
(Gavilan
Holdco) entered into a Shareholders Agreement
(the Shareholders
Agreement) to which, until the earlier of (i)the
termination of the JDA, (ii)the sale of all or substantially
all of the Assets (as defined in the Purchase Agreement)
acquired by Gavilan and (iii)the consummation of a Sale
Transaction, Gavilan Holdco will have the right, but not the
obligation, to appoint one observer representative to be
present at all regularly scheduled meetings of the full board
of directors of the Company, subject to the terms, conditions
and limitations set forth in the Shareholders Agreement.

SN UnSub Governing Documents

At the closing of the transactions contemplated by the Purchase
Agreement, the applicable parties entered into an amended and
restated partnership agreement of SN UnSub (the
Partnership

Agreement) and an amended and
restated limited liability company agreement of SN UnSub
General Partner (the GP LLC
Agreement).

Under the terms of the Partnership Agreement, SN UnSubs
preferred units are entitled to receive distributions of 10.0%
per annum, payable quarterly in cash, unless a cash payment is
then prohibited by certain of SN UnSubs debt agreements, in
which case such distribution will be deemed to have been paid
in kind. SN UnSub may not make distributions on the SN UnSub
common units until the preferred units are redeemed in full.

The preferred units have priority over the common units, to the
extent of the Base Return (as defined below), upon a
liquidation, sale of all or substantially all assets, certain
change of control and exit transactions.

UnSub may, from time to time and subject to the conditions set
forth in the Partnership Agreement, redeem preferred units at a
purchase price per unit sufficient to achieve the greater of
(i)a 14.0% internal rate of return for such unit and (ii)a
1.50x return on the purchase price for such unit, in each case
inclusive of previous distributions made in cash (the
Base
Return). Partners holding a majority of the
preferred units in SN UnSub will have the option to request SN
UnSub to redeem all of the preferred units for the Base Return
at any time following the seventh anniversary of issuance or
upon the occurrence of certain change of control transactions,
as further described in the Partnership Agreement.

If (i)the preferred units are not timely redeemed by SN UnSub
when required, (ii)SN UnSub fails, after March1, 2018, to pay
the preferred units a cash distribution in any two quarters,
regardless of whether consecutive, and such failure is
continuing, (iii)SN UnSub takes certain material actions
without the consent of the preferred unitholders, when
required, (iv)certain events of default under SN UnSub and the
Companys credit agreements have occurred or (v)SN Maverick is
removed as operator under the JDA under certain circumstances,
then the holders of the preferred units will be entitled to
appoint a majority of the members of the board of directors of
SN UnSub General Partner and may cause a sale of the assets or
equity of SN UnSub in order to redeem the preferred units.

Under the terms of the GP LLC Agreement, SN UR Holdings has the
right to appoint three members and GSO Associates LLC has the
right to appoint two members to the five-member board of
directors of SN UnSub General Partner. The approval of GSO
Associates LLC is required for a number of material actions by
SN UnSub (unless the preferred units are redeemed at or prior
to such actions), including, among other things:

subject to certain exceptions, incurring additional debt or
providing guarantees in respect of obligations of other
persons;

amending debt instruments (other than with respect to certain
capital leases and purchase money security interests) or
amending the JDA in a way that would adversely impact SN UnSub
General Partner and certain related parties (including SN
UnSub) in any material respect;

effecting a change of control, liquidation or dissolution;

selling or acquiring assets other than with respect to the sale
of production in the ordinary course of business;

entering hedging arrangements outside of the parameters of SN
UnSubs hedging program;

issuing any additional capital stock in SN UnSub General
Partner or in SN UnSub, except for certain limited partner
interests in SN UnSub that would be junior to the preferred
units and would otherwise not result in SN UnSub Holdings
owning less than 51% of the economic interests in SN UnSub
(excluding interests represented by preferred units);

entering into contracts with affiliates of members of SN UnSub
General Partner, except that (x)no approval is required if
(i)the terms of the contract are arms length and (ii)(A)such
action is not reasonably expected to result in revenue to, or
costs or expenses incurred by, SN UnSub General Partner and
certain affiliates (including SN UnSub) of more than $5 million
or (B)such action together with all prior such actions with
respect to such member or affiliate would not be reasonably
expected to result in revenue to, or costs or expenses incurred
by, SN UnSub General Partner and certain affiliates (including
SN UnSub) of more than $25 million in the aggregate (the
thresholds set forth in (A)and (B), the Affiliate
Threshold) and (y)with respect to any agreement
between SN UnSub and certain affiliates on the one hand, and
Sanchez Production Partners, LP on the other hand, that is in
excess of the Affiliate Threshold, consent from GSO Associates
LLC is not to be unreasonably withheld, conditioned or delayed
(subject to certain exceptions including an agreement that is
not arms length or that is not approved in writing by the
independent board of directors of the Company and certain other
conflicts committees);

subject to certain exceptions, making capital expenditures for
drilling and completion of wells during any quarterly period if
certain financial metrics have not been met within two years of
the closing under the Purchase Agreement or thereafter as
calculated on a quarterly basis;

filing for bankruptcy; and

incurring general and administrative costs in excess of $5
million during any calendar year ending on or before
December31, 2019, or in excess of $10 million in any calendar
year thereafter.

SN UnSub Credit Agreement

On March1, 2017, SN UnSub, as borrower, entered into a
revolving credit facility represented by a $500 million Credit
Agreement dated as of March1, 2017 with JPMorgan Chase Bank,
N.A. as the administrative agent and the lenders party thereto
(the SN UnSub Credit Agreement). The
initial borrowing base amount under the SN UnSub Credit
Agreement is $330million. Additionally, the SN UnSub Credit
Agreement provides for the issuance of letters of credit,
limited in the aggregate to the lesser of $50 million and the
total availability under the borrowing base. As of March1,
2017, there is approximately $173.5 million of borrowings and
no letters of credit outstanding under the SN UnSub Credit
Agreement. Availability under the SN

UnSub Credit Agreement is at all times subject to customary
conditions and the then applicable borrowing base, which is
subject to periodic redetermination.

The SN UnSub Credit Agreement matures on March1, 2022. The
borrowing base under the SN UnSub Credit Agreement can be
subsequently redetermined up or down by the lenders based on,
among other things, their evaluation of SN UnSubs and its
subsidiaries oil and natural gas reserves. Redeterminations of
the borrowing base are scheduled to occur 60 days after March1,
2017, October1, 2017 and thereafter semi-annually on April1 and
October1 of each year. The borrowing base is also subject to
reduction by 25% of the amount of certain junior debt issuances
other than the first $200 million of such debt and by
reductions as a result of terminating hedge positions and asset
dispositions that exceed 5% of the then-effective borrowing
base, together with other customary adjustments.

SN UnSubs obligations under the SN UnSub Credit Agreement are
secured by a first priority lien on substantially all of SN
UnSubs assets and the assets of SN UnSubs existing and future
subsidiaries not designated as unrestricted subsidiaries,
including a first priority lien on all ownership interests in
existing and future subsidiaries not designated as unrestricted
subsidiaries, as well as a pledge of equity interests in SN
UnSub held by SN UnSub Holdings and SN UnSub General Partner,
in each case, subject to customary exceptions. The obligations
under the SN UnSub Credit Agreement are guaranteed by all of SN
UnSubs existing and future subsidiaries not designated as
unrestricted subsidiaries, subject to customary exceptions. As
of March1, 2017, SN UnSub has no subsidiaries.

At SN UnSubs election, borrowings under the SN UnSub Credit
Agreement may be made on an alternate base rate or a eurodollar
rate basis, plus an applicable margin. The applicable margin
varies from 1.75% to 2.75% for alternate base rate borrowings
and from 2.75% to 3.75% for eurodollar borrowings, depending on
the utilization of the borrowing base. Furthermore, SN UnSub is
also required to pay a commitment fee on the amount of any
unused commitments at a rate of 0.50% per annum.

The SN UnSub Credit Agreement contains various affirmative and
negative covenants and events of default that limit SN UnSubs
ability to, among other things, incur indebtedness, make
restricted payments, grant liens, consolidate or merge, dispose
of certain assets, make certain investments, engage in
transactions with affiliates, enter into and maintain hedge
transactions and make certain acquisitions. The SN UnSub Credit
Agreement also provides for an event of default upon a change
of control and cross default between the SN UnSub Credit
Agreement and other indebtedness in an aggregate principal
amount exceeding $25 million. Additionally, the SN UnSub Credit
Agreement contains separateness covenants that require SN UnSub
to comply with certain corporate formalities and transact with
affiliates on an arms length basis. Furthermore, the SN UnSub
Credit Agreement contains financial covenants that require SN
UnSub to satisfy certain specified financial ratios, including
(i)a current assets to current liabilities ratio of at least
1.0 to 1.0 as of the last day of each fiscal quarter commencing
with the fiscal quarter ending June30, 2017 and (ii)a net debt
to consolidated EBITDA ratio of not greater than 4.0 to 1.0 as
of the last day of each fiscal quarter, commencing with the
fiscal quarter ending June30, 2017.

The representations and warranties and covenants in the SN
UnSub Credit Agreement were made or agreed to, among other
things, to provide the parties with specified rights and
obligations

and to allocate risk among the parties. Accordingly, the SN
UnSub Credit Agreement should not be relied upon as
constituting a description of the state of affairs of any of
the parties or their affiliates at the time it was entered into
or otherwise.

From time to time, the agents, arrangers, book runners and
lenders under the SN UnSub Credit Agreement and their
affiliates have provided, and may provide in the future,
investment banking, commercial lending, hedging and financial
advisory services to SN UnSub and its affiliates in the
ordinary course of business, for which they have received, or
may in the future receive, customary fees and commissions for
these transactions.

Rights Agreement Amendment

On March1, 2017, the Company and Continental Stock Transfer
Trust Company, as rights agent, entered into an amendment (the
Rights
Agreement Amendment) to the Rights Agreement,
dated as of July28, 2015, by and between the Company and the
rights agent (the Rights
Agreement) to, among other things, amend the
definition of Exempt Person to allow the Blackstone
Warrantholders, certain specified funds managed or advised by
GSO, and any other person that, together with the Blackstone
Warrantholders and the specified funds managed or advised by
GSO, constitutes a group as defined for purposes of the
Securities Exchange Act of 1934, as amended, or an entity
within the meaning of specified treasury regulations
(collectively, the Exempted
Holders), to acquire securities of the Company in
excess of 4.9% of the then outstanding shares of the Companys
common stock in connection with the consummation of the
transactions contemplated by the Amended and Restated SPA
without triggering the rights under the Rights Agreement.
Except as provided in the Rights Agreement, as amended by the
Rights Agreement Amendment, if any of the Exempted Holders
becomes the beneficial owner of any additional shares of the
Companys common stock in excess of an additional 1% of the then
outstanding shares of common stock, then such Exempted Holder
will be deemed an Acquiring Person under the Rights Agreement.

This summary of the Rights Agreement Amendment does not purport
to be complete, and is qualified in its entirety by reference
to the full text of the Rights Agreement Amendment, which is
filed as Exhibit4.6 to this Current Report on Form8-K and is
incorporated into this Item 1.01 by reference.

Item 2.01. Completion of Acquisition
or Disposition of Assets.

The information set forth in Item 1.01 of the Current Report on
Form8-K under the heading Closing of Eagle Ford Comanche
Acquisition is incorporated by reference into this Item 2.01.

Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.

The information set forth in Item 2.03 of this Current Report
on Form8-K under the heading SN UnSub Credit Agreement is
incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of
Equity Securities.

The information in Item 1.01 of this Current Report on Form8-K
regarding the issuance of (i)warrants to purchase an aggregate
of 6,500,000 shares of the Companys common stock to the
Blackstone Warrantholders, (ii)1,455,000 shares of the Companys
common stock and warrants to purchase 1,940,000 shares of the
Companys common stock to the GSO Funds and (iii)45,000 shares
of the Companys common stock and warrants to purchase 60,000
shares of the Companys common stock to Intrepid is incorporated
by reference into this Item3.02. The securities were issued to
the exemption from registration provided by Section4(a)(2)of
the Securities Act of 1933, as amended, as an issuance not
involving a public offering.

Item 9.01. Financial Statements and
Exhibits.

(d)Exhibits.

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

* 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.

EXHIBITINDEX

* Exhibits and Schedules have been omitted