0000899243-17-007366.txt : 20170313 0000899243-17-007366.hdr.sgml : 20170313 20170313183507 ACCESSION NUMBER: 0000899243-17-007366 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170301 FILED AS OF DATE: 20170313 DATE AS OF CHANGE: 20170313 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sanchez Energy Corp CENTRAL INDEX KEY: 0001528837 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 453090102 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 MAIN STREET STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-783-8000 MAIL ADDRESS: STREET 1: 1000 MAIN STREET STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith J Albert III CENTRAL INDEX KEY: 0001394690 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35372 FILM NUMBER: 17686503 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goodman Bennett J CENTRAL INDEX KEY: 0001394691 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35372 FILM NUMBER: 17686504 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO Capital Solutions Associates II (Cayman) Ltd. CENTRAL INDEX KEY: 0001699371 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35372 FILM NUMBER: 17686505 BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125032100 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSO Capital Solutions Associates II (Delaware) LLC CENTRAL INDEX KEY: 0001699370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35372 FILM NUMBER: 17686506 BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125032100 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2017-03-01 0 0001528837 Sanchez Energy Corp SN 0001699370 GSO Capital Solutions Associates II (Delaware) LLC C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001699371 GSO Capital Solutions Associates II (Cayman) Ltd. C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001394691 Goodman Bennett J C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001394690 Smith J Albert III C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Common Stock 355660 I See Footnotes Common Stock 371461 I See Footnotes Common Stock 72139 I See Footnotes Common Stock 27529 I See Footnotes Common Stock 28751 I See Footnotes Common Stock 27296 I See Footnotes Common Stock 55057 I See Footnotes Common Stock 32330 I See Footnotes Common Stock 4860 I See Footnotes Common Stock 479917 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 474213 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 495282 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 96185 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 36705 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 38334 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 36394 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 73410 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 43107 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 6480 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 639890 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 4713927 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 823714 I See Footnotes Warrants 10.00 2017-03-01 2022-03-01 Common Stock 962359 I See Footnotes Reflects securities held directly by GSO Capital Opportunities Fund III LP. GSO Capital Opportunities Associates III LLC is the general partner of GSO Capital Opportunities Fund III LP. Reflects securities held directly by GSO Energy Select Opportunities Fund LP. GSO Energy Select Opportunities Associates LLC is the general partner of GSO Energy Select Opportunities Fund LP. Reflects securities held directly by GSO Energy Partners-A LP. GSO Energy Partners-A Associates LLC is the general partner of GSO Energy Partners-A LP. Reflects securities held directly by GSO Energy Partners-B LP. GSO Energy Partners-B Associates LLC is the general partner of GSO Energy Partners-B LP. Reflects securities held directly by GSO Energy Partners-C LP. GSO Energy Partners-C Associates LLC is the general partner of GSO Energy Partners-C LP. Reflects securities held directly by GSO Energy Partners-C II LP. GSO Energy Partners-C Associates II LLC is the general partner of GSO Energy Partners-C II LP. Reflects securities held directly by GSO Energy Partners-D LP. GSO Energy Partners-D Associates LLC is the general partner of GSO Energy Partners-D LP. Reflects securities held directly by GSO Credit Alpha Trading (Cayman) LP. GSO Credit Alpha Associates LLC is the general partner of GSO Credit Alpha Trading (Cayman) LP. Reflects securities held directly by GSO Harrington Credit Alpha Fund (Cayman) L.P. GSO Harrington Credit Alpha Associates L.L.C. is the general partner of GSO Harrington Credit Alpha Fund (Cayman) L.P. Reflects securities held directly by GSO Capital Solutions Fund II LP. GSO Capital Solutions Associates II LP is the general partner of GSO Capital Solutions Fund II LP. The general partners of GSO Capital Solutions Associates II LP are GSO Capital Solutions Associates II (Delaware) LLC and GSO Capital Solutions Associates II (Cayman) Ltd. GSO Holdings I L.L.C. is the managing member of each of GSO Capital Opportunities Associates III LLC, GSO Energy Select Opportunities Associates LLC, GSO Energy Partners-A Associates LLC, GSO Energy Partners-B Associates LLC, GSO Energy Partners-C Associates LLC, GSO Energy Partners-C Associates II LLC, GSO Energy Partners-D Associates LLC, GSO Credit Alpha Associates LLC, GSO Harrington Credit Alpha Associates L.L.C. and GSO Capital Solutions Associates II (Delaware) LLC, and a shareholder of GSO Capital Solutions Associates II (Cayman) Ltd. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by the direct holders identified in footnotes 1 through 10 above (collectively, the "GSO Funds"). Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings II L.P. Reflects securities held directly by Gavilan Resources Holdings - A, LLC. The managing members of Gavilan Resources Holdings - A, LLC are Blackstone Management Associates VII L.L.C. and Blackstone Energy Management Associates II L.L.C. Reflects securities held directly by Gavilan Resources Holdings - B, LLC. The managing member of Gavilan Resources Holdings - B, LLC is Blackstone Energy Management Associates II L.L.C. Reflects securities held directly by Gavilan Resources Holdings - C, LLC. The managing member of Gavilan Resources Holdings - C, LLC is Blackstone Management Associates VII L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VII L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. and the sole member of Blackstone Holdings III GP Management L.L.C. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Exhibit 24.1 - Power of Attorney - Bennett J. Goodman Exhibit 24.2 - Power of Attorney - J. Albert Smith III GSO Capital Solutions Associates II (Delaware) LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 2017-03-13 GSO Capital Solutions Associates II (Cayman) Ltd., By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 2017-03-13 Bennett J. Goodman, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact 2017-03-13 J. Albert Smith III, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact 2017-03-13 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT
Exhibit 24.1

                            POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, BENNETT J. GOODMAN, hereby
make, constitute and appoint MARISA BEENEY, acting individually, as my
agent and attorney-in-fact for the purpose of executing in my name, (a)
in my personal capacity or (b) in my capacity as an executive, member
of or in other capacities with GSO Capital Partners LP and each of its
affiliates or entities advised by me or GSO Capital Partners LP, all
documents, certificates, instruments, statements, filings and
agreements ("documents") to be filed with or delivered to any foreign
or domestic governmental or regulatory body or required or requested by
any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or
disposition of securities, futures contracts or other investments, and
any other documents relating or ancillary thereto, including without
limitation all documents relating to filings with any stock exchange,
self-regulatory association, the Commodities Futures Trading Commission
and National Futures Association, the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933
or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including all documents relating to
the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act, including without limitation Form
3, 4, 5, 144, or Schedules 13D, 13F and 13G and any amendments to said
forms or schedules, in each case, as determined by such person to be
necessary or appropriate. Any such determination shall be conclusively
evidenced by such person's execution, delivery, furnishing and/or
filing of the applicable document.

All past acts of the attorneys-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until the
date revoked in writing by the undersigned, and this power of attorney
does not revoke or replace any other power of attorney that the
undersigned has previously granted.

IN WITNESS WHEREOF, I have executed this instrument as of the 8th day
of June, 2010.


/s/ BENNETT J. GOODMAN
----------------------------------------
Bennett J. Goodman
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT
Exhibit 24.2

                            POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that I, J. ALBERT SMITH III, hereby
make, constitute and appoint MARISA BEENEY, acting individually, as my
agent and attorney-in-fact for the purpose of executing in my name, (a)
in my personal capacity or (b) in my capacity as an executive, member
of or in other capacities with GSO Capital Partners LP and each of its
affiliates or entities advised by me or GSO Capital Partners LP, all
documents, certificates, instruments, statements, filings and
agreements ("documents") to be filed with or delivered to any foreign
or domestic governmental or regulatory body or required or requested by
any other person or entity pursuant to any legal or regulatory
requirement relating to the acquisition, ownership, management or
disposition of securities, futures contracts or other investments, and
any other documents relating or ancillary thereto, including without
limitation all documents relating to filings with any stock exchange,
self-regulatory association, the Commodities Futures Trading Commission
and National Futures Association, the United States Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933
or the Securities Exchange Act of 1934 (the "Act") and the rules and
regulations promulgated thereunder, including all documents relating to
the beneficial ownership of securities required to be filed with the
SEC pursuant to Section 13(d) or Section 16(a) of the Act and any
information statements on Form 13F required to be filed with the SEC
pursuant to Section 13(f) of the Act, including without limitation Form
3, 4, 5, 144, or Schedules 13D, 13F and 13G and any amendments to said
forms or schedules, in each case, as determined by such person to be
necessary or appropriate. Any such determination shall be conclusively
evidenced by such person's execution, delivery, furnishing and/or
filing of the applicable document.

All past acts of the attorneys-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.

This power of attorney shall be valid from the date hereof until the
date revoked in writing by the undersigned, and this power of attorney
does not revoke or replace any other power of attorney that the
undersigned has previously granted.

IN WITNESS WHEREOF, I have executed this instrument as of the 8th day
of June, 2010.


/s/ J. ALBERT SMITH III
----------------------------------------
J. Albert Smith III