8-K

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
April 27, 2015
(Date of earliest event reported)

SABINE OIL & GAS CORPORATION
(Formerly Forest Oil Corporation)
(Exact name of registrant as specified in its charter)

New York	1-13515	25-0484900
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification No.)

1415 Louisiana, Suite 1600
Houston, Texas 77002
(Address of principal executive offices, including zip code)

(832) 242-9600
(Registrant’s telephone number, including area code)

Not Applicable.

(Former name or former address, if changed since last report)

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:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.04.Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On April 24, 2015, the Company received a notice from Wells Fargo Bank, N.A. (the “Administrative Agent”) under its Second Amended and Restated Credit Agreement, dated as of December 16, 2014 (the “Credit Facility”), by and among the Company, the Administrative Agent, and the lenders party thereto, that, effective as of April 27, 2015, the borrowing base under its Credit Facility has been decreased from $1 billion to $750 million as part of the Company’s regularly scheduled semi-annual redetermination by its lenders.  The decrease in the Company’s borrowing base under the Credit Facility resulted in a deficiency of approximately $250 million, which must be repaid in six monthly installments of approximately $41.54 million, with the first payment being due at the end of May.  The new $750 million borrowing base will be in effect until the Company’s next borrowing base redetermination for the Credit Facility.

ITEM 7.01.Regulation FD Disclosure.

On April 30, 2015, the Company received notice that Wilmington Savings Fund Society, FSB has been appointed as successor trustee under the Company’s indenture dated as of September 17, 2012 governing its 7.5% senior notes due 2020 originally issued by Forest Oil Corporation.

Additionally, on May 1, 2015, the Company issued a press release announcing that it had received a notice of a redetermined borrowing base under its Credit Facility.  The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

ITEM 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit	Description
99.1	Press Release.

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SIGNATURE

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.

May 1, 2015	SABINE OIL & GAS CORPORATION
	By:	/s/ Timothy D. Yang
	Name:	Timothy D. Yang
	Title:	Senior Vice President, Land & Legal, GeneralCounsel, Chief Compliance Officer andSecretary

3

EX-99.1

Exhibit 99.1

Sabine Oil & Gas Announces Redetermination of its Borrowing Base

HOUSTON – May 1, 2015 /PRNewswire/ – Sabine Oil & Gas Corporation (OTCQB:SOGC) (the “Company”)  today announced that, effective as of April 27, 2015, the borrowing base under its revolving credit facility has been decreased from $1 billion to $750 million as part of the Company’s regularly scheduled semi-annual redetermination by its lenders.  The decrease in the borrowing base has resulted in a deficiency of approximately $250 million, which must be repaid in six monthly installments of approximately $41.54 million with the first payment being due at the end of May.

Additionally, the Company continues to work with the lenders under its revolving credit facility to address the existing default under the facility before the end of the grace period on May 8, 2015. As previously announced, Sabine has retained financial advisors Lazard and legal advisors Kirkland & Ellis LLP to advise management and the board of directors on strategic alternatives related to its capital structure.

As of April 20, 2015, as previously reported, the Company had a cash balance of approximately $280 million, which provides substantial liquidity to fund its current operations. Sabine is continuing to pay suppliers and other trade creditors in the ordinary course.

Additional information about the borrowing base redetermination is contained in a report on Form 8-K filed today with the SEC.

About Sabine Oil & Gas Corporation

Sabine Oil & Gas Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States. Sabine’s current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle and the North Louisiana Haynesville.  For more information about Sabine, please visit www.sabineoil.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release may include “forward-looking statements” within the meaning of the U.S. Private Litigation Securities Reform Act of 1995.  All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements include, but are not limited to forward-looking statements about acquisitions, divestitures and trades, potential strategic alliances, timing and payment of dividends, the availability of capital, and the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including the Company’s drilling program, production, hedging activities, capital expenditure levels and other guidance that may be included in this press release. These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to the Company’s financial performance and results, availability of sufficient cash flow to execute its business plan, prices and demand for oil, natural gas and natural gas liquids, the ability to replace reserves and efficiently develop current reserves, the ability to access the capital markets and finance operations, including capital expenditures, risk relating to our combination with Forest Oil Corporation, including our ability to integrate the operations of the two companies and litigation related to the combination, and other important factors that could cause actual results to differ materially from those projected as described in the Company’s reports filed with the Securities and Exchange Commission. See “Risk Factors” in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other public filings and press releases.

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise.

CONTACT:

Michael Magilton, Senior Vice President and CFO of Sabine Oil & Gas Corporation,

+1-832-242-9600, investorrelations@sabineoil.com