UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 20, 2015 (November 19, 2015)
SANCHEZ ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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001-35372 |
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45-3090102 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
1000 Main Street, Suite 3000
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 783-8000
(Registrants 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On November 19, 2015, Sanchez Energy Corporation (the Company) issued a press release announcing that the borrowing base under its Second Amended and Restated Credit Agreement, dated as of June 30, 2014, by and among the Company, the guarantors party thereto, Royal Bank of Canada, as administrative agent, and the other agents and lenders party thereto (as amended, the Credit Agreement) has been decreased from $550 million to $500 million as part of the scheduled semi-annual redetermination by the administrative agent and the lenders. All other terms of the Credit Agreement, including the Companys aggregate elected commitment amount of $300 million, remain unchanged. The Company presently has no amounts drawn under the Credit Agreement.
The press release also includes updated information about the Companys hedging practices, which updates are also reflected in the investor presentation available on the Companys website at www.sanchezenergycorp.com under the Investors and then Presentations links. The information on the website is not incorporated by reference into this Current Report on Form 8-K.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference in this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibits |
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99.1 |
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Press release, dated November 19, 2015, announcing the semi-annual redetermination of the borrowing base under the Credit Agreement and updates to the investor presentation. |
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.
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SANCHEZ ENERGY CORPORATION | |
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Date: November 20, 2015 |
By: |
/s/ G. Gleeson Van Riet |
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G. Gleeson Van Riet |
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Senior Vice President and Chief Financial Officer |
Exhibit 99.1
News Release
Sanchez Energy Announces Results of its Borrowing Base Redetermination
HOUSTON(Marketwired)November 19, 2015Sanchez Energy Corporation (NYSE: SN) (Sanchez Energy, the Company, we, our, us, or similar terms), today announced that it has received commitments from its lending group to change the borrowing base under its $1.5 billion first lien revolving credit facility from $550 million to $500 million with an unchanged elected commitment of $300 million, effective today. With nothing drawn on the borrowing base, the Company has significant headroom to its 2.25x senior secured leverage covenant.
Gleeson Van Riet, Sanchez Energys Chief Financial Officer, reported, We are pleased with the results of our Fall 2015 Borrowing Base Redetermination and are grateful for the continued support of our entire bank group. Our banking syndicate has consistently assisted us in our efforts to create value for our shareholders. Our new approved $500 million borrowing base takes into account our reserve growth since our last redetermination, slightly offset by the change in bank credit price decks and the Western Catarina Midstream sale. We have decided to maintain our $300 million elected commitment amount knowing we have the ability to access the much higher approved borrowing base. The Companys liquidity remains strong with a current cash position in excess of $450 million in addition to this completely unused bank credit facility. We expect to fully fund our 2016 capital program through cash on hand and cash flow from operations without drawing down on the Companys revolving credit facility and would expect to enter 2017 with a positive cash balance.
In addition, during the fourth quarter Sanchez Energy entered into additional derivative contracts covering anticipated future gas production in 2016 and 2017. As of November 19, 2015, Sanchez Energy has approximately 6.6 million barrels of anticipated crude production and 35.3 Bcf of gas production for 2016 hedged, or approximately 12,471.7 MBOE (34,076 BOE/D), which represents approximately 68% of its anticipated total 2016 production at the mid-point of its 4Q 2015 guidance range. Further detail regarding current hedges for anticipated future production is included herein.
HEDGING ACTIVITY SUMMARY
The following table summarizes the Companys hedge contracts as of November 19, 2015:
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Daily Volume |
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Commodity |
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Instrument |
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Period |
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(Bbls / MMBtu) |
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Average Price |
Oil |
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Swaps |
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November - December 31, 2015 |
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14,000 |
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$73.23 WTI Swap |
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Oil |
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Swaps |
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January 1 - December 31, 2016 |
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7,000 |
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$70.11 WTI Swap |
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Oil |
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Puts |
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January 1 - December 31, 2016 |
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11,000 |
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$60.00 WTI Puts |
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Gas |
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3-Way Costless Collar |
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November - December 31, 2015 |
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10,000 |
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Short $4.90 HHub Call / Long $4.00 HHub Put /Short $3.50 HHub Put |
Gas |
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Enhanced Swaps |
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November - December 31, 2015 |
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31,000 |
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$4.31 HHUB Swap/Short $3.75 HHUB Put |
Gas |
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Swaps |
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November - December 31, 2015 |
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20,000 |
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$3.96 HHUB Swap |
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Gas |
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Swaps |
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January 1 - December 31, 2016 |
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99,154 |
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$3.12 HHUB Swap |
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Gas |
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Swaps |
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January 1 - December 31, 2017 |
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76,562 |
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$3.00 HHUB Swap |
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Oil |
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Total Oil Hedged |
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Calendar Year 2015 |
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14,000 |
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Oil |
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Total Oil Hedged |
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Calendar Year 2016 |
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18,000 |
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Oil |
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Total Oil Hedged |
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Calendar Year 2017 |
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0 |
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Gas |
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Total Gas Hedged |
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Calendar Year 2015 |
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61,000 |
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Gas |
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Total Gas Hedged |
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Calendar Year 2016 |
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99,154 |
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Gas |
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Total Gas Hedged |
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Calendar Year 2017 |
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76,562 |
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UPDATED INVESTOR PRESENTATION
An updated investor presentation has been uploaded to the Investors section of the Companys website (www.sanchezenergycorp.com).
ABOUT SANCHEZ ENERGY CORPORATION
Sanchez Energy Corporation is an independent exploration and production company focused on the acquisition and development of unconventional oil resources in the onshore U.S. Gulf Coast, with a current focus on the Eagle Ford Shale in South Texas where we have assembled approximately 207,000 net acres, and the Tuscaloosa Marine Shale. For more information about Sanchez Energy Corporation, please visit our website: www.sanchezenergycorp.com.
FORWARD LOOKING STATEMENTS
This press release contains, and our officers and representatives may from time to time make, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that Sanchez Energy expects, believes or anticipates will or may occur in the future are forward-looking statements, including statements relating to estimates of our future production, estimates of our future hydrocarbon mix, the anticipated benefits of our acquisitions, operational and commercial benefits of joint ventures, access to midstream assets, access to end markets, our
strategy and plans, our view of the market and expected cost efficiencies, the anticipated results of our hedging program, the results of redetermination of our borrowing base and its impact on our elected commitment level with respect to our bank credit facility, our anticipated capital budget for fiscal year 2016 and the expected benefits of our efforts to reduce costs and improve the efficiency of our drilling program. These statements are based on certain assumptions made by the Company based on managements experience, perception of historical trends and technical analyses, current conditions, anticipated future developments and other factors believed to be appropriate and reasonable by management. When used in this press release, the words will, potential, believe, estimate, intend, expect, may, should, anticipate, could, would, plan, predict, project, profile, model, strategy, future, or their negatives, other similar expressions or the statements that include those words, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Sanchez Energy, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements, including, but not limited to failure of acquired assets to produce as anticipated, failure or delays on the point of our joint venture partners, failure to continue to produce oil and gas at historical rates, costs of operations, delays, and any other difficulties related to producing oil or gas, the price of oil or gas, marketing and sales of produced oil and gas, estimates made in evaluating reserves, competition, general economic conditions and the ability to manage and continue growth, our expectations regarding the timing and ability to meet our drilling commitments with respect to our Catarina assets, and other factors described in Sanchez Energys most recent Annual Report on Form 10-K and any updates to those risk factors set forth in Sanchez Energys Quarterly Reports on Form 10-Q. Further information on such assumptions, risks and uncertainties is available in Sanchez Energys filings with the Securities and Exchange Commission (the SEC). Sanchez Energys filings with the SEC are available on our website at www.sanchezenergycorp.com and on the SECs website at www.sec.gov. In light of these risks, uncertainties and assumptions, the events anticipated by Sanchez Energys forward-looking statements may not occur, and, if any of such events do occur, Sanchez Energy may not have correctly anticipated the timing of their occurrence or the extent of their impact on its actual results. Accordingly, you should not place any undue reliance on any of Sanchez Energys forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made and Sanchez Energy undertakes 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.
Company contact:
G. Gleeson Van Riet
Chief Financial Officer
Sanchez Energy Corporation
713-783-8000
Jaime Brito
Senior Vice President, Investor Relations
Sanchez Energy Corporation
713-783-8000