Obligation Sanchez Energética 7.75% ( US79970YAB11 ) en USD

Sanchez Energética

100 % ▲

Etas-Unis

US79970YAB11 ( en USD )

7.75% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

14/06/2021 - Obligation échue

Prospectus brochure de l'obligation Sanchez Energy US79970YAB11 en USD 7.75%, échue

2 000 USD

600 000 000 USD

79970YAB1

N/A

Sanchez Energy était une société américaine d'exploration et de production de pétrole et de gaz, qui a fait faillite en 2020.

L'Obligation émise par Sanchez Energética ( Etas-Unis ) , en USD, avec le code ISIN US79970YAB11, paye un coupon de 7.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2021

http://www.sec.gov/Archives/edgar/data/1528837/000104746914005777...
424B3 1 a2220572z424b3.htm 424B3
Use these links to rapidly review the document
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-196660
PROSPECTUS
Offer to Exchange
Up to $600,000,000 of 7.75% Senior Notes due 2021
That Have Not Been Registered under the Securities Act of 1933
For
Up to $600,000,000 of 7.75% Senior Notes due 2021
That Have Been Registered under the Securities Act of 1933
Terms of the New 7.75% Senior Notes due 2021 Offered in the Exchange Offer:
·
The terms of the notes offered hereby (the "new notes") are identical to the terms of our outstanding notes that were issued
on June 13, 2013 and September 18, 2013 (collectively, our "old notes"), except that the new notes will be registered under
the Securities Act of 1933 (as amended from time to time, the "Securities Act") and will not contain restrictions on transfer,
registration rights or provisions for additional interest.
Terms of the Exchange Offer:
·
We are offering to exchange up to $600,000,000 of our old notes for new notes with materially identical terms that have
been registered under the Securities Act of 1933 and are freely tradable.
·
We will exchange all old notes that you validly tender and do not validly withdraw before the exchange offer expires for an
equal principal amount of new notes.
·
The exchange offer expires at 12:00 midnight, New York City time, on July 18, 2014, unless extended.
·
Tenders of old notes may be withdrawn at any time prior to the expiration of the exchange offer.
·
The exchange of old notes for new notes will not be a taxable event for U.S. federal income tax purposes.
You should carefully consider the risks set forth under "Risk Factors" beginning on page 10 of this
prospectus for a discussion of factors you should consider before participating in the exchange offer.
1 of 114
6/20/2014 4:01 PM

http://www.sec.gov/Archives/edgar/data/1528837/000104746914005777...
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may
be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired
by such broker-dealer as a result of market-making activities or other trading activities. We have agreed to make this prospectus available
for a period ending on the earlier of December 17, 2014 and the date on which a broker-dealer is no longer required to deliver a
prospectus in connection with market-making or other trading activities. Please read "Plan of Distribution."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 20, 2014.
2 of 114
6/20/2014 4:01 PM

http://www.sec.gov/Archives/edgar/data/1528837/000104746914005777...
Table of Contents
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the SEC. In making your
investment decision, you should rely only on the information contained or incorporated by reference in this prospectus and in the
accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive any
unauthorized information, you must not rely on it. We are not making an offer to sell these securities or soliciting an offer to buy these
securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should not assume that the information contained
in this prospectus or in the documents incorporated by reference herein, is accurate as of any date other than the date on the front cover of
this prospectus or the date of such incorporated documents, as the case may be.
TABLE OF CONTENTS

Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

ii

SUMMARY

1

RISK FACTORS

10

EXCHANGE OFFER

18

RATIO OF EARNINGS TO FIXED CHARGES

26

USE OF PROCEEDS

27

DESCRIPTION OF NOTES

28

PLAN OF DISTRIBUTION

98

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

99

LEGAL MATTERS

99

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

99

INDEPENDENT PETROLEUM ENGINEERS
100

WHERE YOU CAN FIND MORE INFORMATION
100

LETTER OF TRANSMITTAL
L-1
This prospectus incorporates important business and financial information about us that is not included or delivered with this
prospectus. Such information is available without charge to holders of old notes upon written or oral request made to Sanchez
Energy Corporation, 1111 Bagby Street, Suite 1800, Houston, Texas 77002, (713) 783-8000. To obtain timely delivery of any
requested information, holders of old notes must make any request no later than five business days prior to the expiration of the
exchange offer.
i
3 of 114
6/20/2014 4:01 PM

http://www.sec.gov/Archives/edgar/data/1528837/000104746914005777...
Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and documents incorporated herein by reference contain "forward-looking statements" within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included
in this prospectus or incorporated herein by reference that address activities, events or developments that we expect, believe or anticipate
will or may occur in the future are forward-looking statements. These statements are based on certain assumptions we made based on
management's 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 prospectus, words such as "will," "potential,"
"believe," "estimate," "intend," "expect," "may," "should," "anticipate," "could," "plan," "predict," "project," "profile," "model," "strategy,"
"future" or their negatives or the statements that include these words or other words that convey the uncertainty of future events or
outcomes, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
In particular, statements, express or implied, concerning our future operating results and returns or our ability to replace or increase
reserves, increase production, or generate income or cash flows are forward-looking statements. Forward-looking statements are not
guarantees of performance. Although we believe that the expectations reflected in our forward-looking statements are reasonable and are
based on reasonable assumptions, no assurance can be given that these assumptions are accurate or that any of these expectations will be
achieved (in full or at all) or will prove to have been correct. Important factors that could cause our actual results to differ materially from
the expectations reflected in the forward looking statements include, among others:
·
our ability to successfully execute our business and financial strategies;
·
our ability to replace the reserves we produce through drilling and property acquisitions;
·
our ability to close our recently announced Catarina acquisition described below;
·
the realized benefits of the acreage acquired in our various acquisitions, including our pending Catarina acquisition, and
other assets and liabilities assumed in connection therewith;
·
the extent to which our drilling plans are successful in economically developing our acreage in, and to produce reserves and
achieve anticipated production levels from, our existing and future projects;
·
the accuracy of reserve estimates, which by their nature involve the exercise of professional judgment and may therefore be
imprecise;
·
the extent to which we can optimize reserve recovery and economically develop our plays utilizing horizontal and vertical
drilling, advanced completion technologies and hydraulic fracturing;
·
our ability to successfully execute our hedging strategy and the resulting realized prices therefrom;
·
competition in the oil and natural gas exploration and production industry for employees and other personnel, equipment,
materials and services and, related thereto, the availability and cost of employees and other personnel, equipment, materials
and services;
·
our ability to access the credit and capital markets to obtain financing on terms we deem acceptable, if at all, and to
otherwise satisfy our capital expenditure requirements;
·
the availability, proximity and capacity of, and costs associated with, gathering, processing, compression and transportation
facilities;
ii
4 of 114
6/20/2014 4:01 PM

http://www.sec.gov/Archives/edgar/data/1528837/000104746914005777...
Table of Contents
·
the timing and extent of changes in prices for, and demand for, crude oil and condensate, natural gas liquids ("NGLs"),
natural gas and related commodities;
·
our ability to compete with other companies in the oil and natural gas industry;
·
the impact of, and changes in, government policies, laws and regulations, including tax laws and regulations, environmental
laws and regulations relating to air emissions, waste disposal, hydraulic fracturing and access to and use of water, laws and
regulations imposing conditions and restrictions on drilling and completion operations and laws and regulations with
respect to derivatives and hedging activities;
·
developments in oil-producing and natural gas-producing countries;
·
our ability to effectively integrate acquired crude oil and natural gas properties into our operations, fully identify existing
and potential problems with respect to such properties and accurately estimate reserves, production and costs with respect
to such properties;
·
the extent to which our crude oil and natural gas properties operated by others are operated successfully and economically;
·
the use of competing energy sources and the development of alternative energy sources;
·
unexpected results of litigation filed against us;
·
the extent to which we incur uninsured losses and liabilities or losses and liabilities in excess of our insurance coverage;
and
·
the other factors described under the heading "Risk Factors" beginning on page 10 of this prospectus and the risk factors
described under the heading "Risk Factors" included in Item 1A of Part I of our Annual Report on Form 10-K for the year
ended December 31, 2013, which is incorporated by reference herein, and any updates to those factors set forth in our
subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.
In light of these risks, uncertainties and assumptions, the events anticipated by our forward-looking statements may not occur, and, if
any of such events do, we may not have correctly anticipated the timing of their occurrence or the extent of their impact on our actual
results. Accordingly, you should not place any undue reliance on any of our forward-looking statements. Any forward-looking statement
speaks only as of the date on which such statement is made, and we undertake 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. These cautionary
statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
iii
5 of 114
6/20/2014 4:01 PM

http://www.sec.gov/Archives/edgar/data/1528837/000104746914005777...
Table of Contents
NAMES OF ENTITIES
As used in this prospectus, unless we indicate otherwise:
·
"the company," "we," "our," "us" or similar terms refer to Sanchez Energy Corporation, a Delaware corporation formed in
August 2011, individually and collectively with its operating subsidiaries, as the context requires;
·
"SOG" refers to Sanchez Oil and Gas Corporation, a Delaware corporation;
·
"SEP I" refers to Sanchez Energy Partners I, LP, a Delaware limited partnership;
·
"Sanchez Group" refers to SOG, SEP I and their affiliates (but excludes the company);
·
"SEP Holdings III" refers to SEP Holdings III, LLC, a Delaware limited liability company and wholly owned subsidiary of
the company, which we acquired from SEP I concurrently with the closing of our initial public offering in December 2011
(the "IPO");
·
"SN Marquis" refers to SN Marquis LLC, a Delaware limited liability company and wholly owned subsidiary of the
company, which we acquired from Ross Exploration, Inc. ("Ross Exploration") concurrently with the closing of the IPO;
·
"SN Cotulla" refers to SN Cotulla Assets, LLC, a Texas limited liability company and wholly owned subsidiary of the
company, which we formed in Texas on March 26, 2013;
·
"SN Operating" refers to SN Operating, LLC, a Texas limited liability company and wholly owned subsidiary of the
company, which we formed in Texas on March 26, 2013;
·
"SN Midstream" or the "Existing Unrestricted Subsidiary" refers to SN Midstream, LLC, a Delaware limited liability
company and wholly owned subsidiary of the company, which we formed on February 12, 2013; and
·
"SN TMS" refers to SN TMS, LLC, a Delaware limited liability company and wholly owned subsidiary of the company,
which we formed in Delaware on August 16, 2013.
·
"SN Catarina" refers to SN Catarina, LLC, a Delaware limited liability company and wholly owned subsidiary of the
company, which we formed in Delaware on May 19, 2014.
iv
6 of 114
6/20/2014 4:01 PM

http://www.sec.gov/Archives/edgar/data/1528837/000104746914005777...
Table of Contents

SUMMARY
This summary highlights information included or incorporated by reference in this prospectus. This summary is not complete and
does not contain all of the information that you should consider before making an investment decision. You should carefully read this
entire prospectus and the information incorporated by reference in this prospectus for a more complete understanding of our business
and terms of this offering, as well as the tax and other considerations that are important to you, before making an investment decision
You should pay special attention to the factors described under the heading "Risk Factors" beginning on page 10 of this prospectus an
the risk factors described under the heading "Risk Factors" included in Item 1A of Part I of our Annual Report on Form 10-K for the
year ended December 31, 2013, which is incorporated by reference herein and any updates to those factors set forth in our subsequent
Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. In this prospectus, we refer to the notes to be issued in the exchang
offer as the "new notes" and the notes issued on June 13, 2013 and the notes issued on September 18, 2013 collectively as the "old
notes." References to the "notes" include the new notes and the old notes, unless the context otherwise requires.
Sanchez Energy Corporation
We are an independent exploration and production company focused on the exploration, acquisition and development of
unconventional oil and natural gas resources in the onshore U.S. Gulf Coast region, with a current focus on the Eagle Ford Shale in South
Texas and, to a lesser extent, the Tuscaloosa Marine Shale ("TMS") in Mississippi and Louisiana. We have accumulated approximately
120,000 net leasehold acres in the oil and condensate windows of the Eagle Ford Shale and, as of March 31, 2014, we had accumulated
approximately 40,000 net leasehold acres in what we believe to be the core of the TMS. We are currently focused on the horizontal
development of significant resource potential from the Eagle Ford Shale, with plans to invest a majority of our 2014 drilling and
completion budget in this area.
We are continuously evaluating opportunities to increase both our acreage and our producing assets through acquisitions. Our
successful acquisition of such assets will depend on both the opportunities and the financing alternatives available to us at the time we
consider such opportunities.
Our principal executive offices are located at 1111 Bagby Street, Suite 1800, Houston, Texas 77002, and our phone number is
(713) 783-8000. Our website address is www.sanchezenergycorp.com. Information on our website (except for documents incorporated by
reference as described below under the heading "Where You Can Find More Information") is not incorporated by reference into, and does
not constitute a part of, this prospectus.

1
7 of 114
6/20/2014 4:01 PM

http://www.sec.gov/Archives/edgar/data/1528837/000104746914005777...
Table of Contents
The Exchange Offer
We completed private offerings of notes on each of June 13, 2013 ("June notes") and September 18, 2013 ("September notes"). We
entered into registration rights agreements with the initial purchasers in the private offerings pursuant to which we agreed to deliver
to you this prospectus and to use commercially reasonable efforts to complete the exchange offer on or before the date 400 days after
the issue date of the June notes, in respect of the June notes, and on or before the date 400 days after the issue date of the September
notes, in respect of the September notes. The following is a summary of the exchange offer.
Old Notes
On June 13, 2013 and September 18, 2013, we issued $400 million
and $200 million, respectively, aggregate principal amount of
7.75% Senior Notes due 2021.

New Notes
7.75% Senior Notes due 2021. The terms of the new notes are
identical to the terms of the old notes, except that the new notes are
registered under the Securities Act of 1933 (as amended, the
"Securities Act"), and will not have restrictions on transfer,
registration rights or provisions for additional interest.

Exchange Offer
We are offering to exchange up to $600 million aggregate principal
amount of the new notes for an equal amount of our old notes.

Expiration Date
The exchange offer will expire at 12:00 midnight, New York City
time, on July 18, 2014, unless we decide to extend it.

Conditions to the Exchange Offer
The registration rights agreements do not require us to accept old
notes for exchange if the exchange offer, or the making of any
exchange by a holder of the old notes, would violate any applicable
law or interpretation of the staff of the SEC. The exchange offer is
not conditioned on a minimum aggregate principal amount of old
notes being tendered. Please read "Exchange Offer--Conditions to
the Exchange Offer" for more information about the conditions to
the exchange offer.

Procedures for Tendering Outstanding
To participate in the exchange offer, you must follow the procedures
Notes
established by The Depository Trust Company ("DTC"), for
tendering notes held in book-entry form. These procedures for using
DTC's Automated Tender Offer Program ("ATOP"), require that
(i) the exchange agent receive, prior to the expiration date of the
exchange offer, a computer generated message known as an "agent's
message" that is transmitted through DTC's automated tender offer
program, and (ii) DTC confirms that:

DTC has received instructions to exchange your notes; and

you agree to be bound by the terms of the letter of transmittal.

2
8 of 114
6/20/2014 4:01 PM

http://www.sec.gov/Archives/edgar/data/1528837/000104746914005777...
Table of Contents
For more information on tendering your old notes, please refer to
the section in this prospectus entitled "Exchange Offer--Terms of
the Exchange Offer," "--Procedures for Tendering" and
"Description of Notes--Book-Entry, Delivery and Form."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of old notes at any time prior to the
expiration date of the exchange offer. To withdraw, you must submit
a notice of withdrawal to the exchange agent using ATOP
procedures before 12:00 midnight, New York City time, on the
expiration date of the exchange offer. Please refer to the section in
this prospectus entitled "Exchange Offer--Withdrawal of Tenders."

Acceptance of Old Notes and Delivery
If you fulfill all conditions required for proper acceptance of old
of New Notes
notes, we will accept any and all old notes that you properly tender
in the exchange offer on or before 12:00 midnight, New York City
time, on the expiration date of the exchange offer. We will return
any old notes that we do not accept for exchange to you without
expense promptly after the expiration date of the exchange offer and
acceptance of the old notes for exchange. Please refer to the section
in this prospectus entitled "Exchange Offer--Terms of the Exchange
Offer."

Fees and Expenses
We will bear expenses related to the exchange offer. Please refer to
the section in this prospectus entitled "Exchange Offer--Fees and
Expenses."

Use of Proceeds
The issuance of the new notes will not provide us with any new
proceeds. We are making this exchange offer solely to satisfy our
obligations under our registration rights agreements.

Consequences of Failure to Exchange
If you do not exchange your old notes in this exchange offer, you
Old Notes
will no longer be able to require us to register the old notes under
the Securities Act except in limited circumstances provided under
the registration rights agreements. In addition, you will not be able
to resell, offer to resell or otherwise transfer the old notes unless
we have registered the old notes under the Securities Act, or unless
you resell, offer to resell or otherwise transfer them under an
exemption from the registration requirements of, or in a transaction
not subject to, the Securities Act.

U.S. Federal Income Tax Considerations
The exchange of old notes for new notes in the exchange offer will
not be a taxable event for U.S. federal income tax purposes. Please
read "Certain U.S. Federal Income Tax Considerations."

3
9 of 114
6/20/2014 4:01 PM

http://www.sec.gov/Archives/edgar/data/1528837/000104746914005777...
Table of Contents
Exchange Agent
We have appointed U.S. Bank National Association as exchange
agent for the exchange offer. You should direct questions and
requests for assistance, as well as requests for additional copies of
this prospectus or the letter of transmittal, to the exchange agent
addressed as follows: U.S. Bank National Association, Corporate
Trust Services, EP-MN-WS2N, 60 Livingston Avenue, St. Paul,
MN 55107, Attn: Specialized Finance. Eligible institutions may
make requests by facsimile at (651) 466-7372 and may confirm
facsimile delivery by calling (651) 466-6774.

4
10 of 114
6/20/2014 4:01 PM