Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 14, 2016, SN Cotulla Assets, LLC (“ SNC ”), a wholly-owned subsidiary of Sanchez Energy Corporation (the “ Company ”), completed the initial closing on its previously announced sale to Carrizo (Eagle Ford) LLC (“ Carrizo Eagle Ford ”) of certain oil and gas interests and associated assets located in Dimmit County, Frio County, LaSalle County, Zavala County and McMullen County, Texas (the “ Cotulla Assets ”) and completed a second closing on an additional portion of the Cotulla Assets on January 9, 2017.  To date, SNC has received aggregate consideration of approximately $160.6 million, which remains subject to post-closing adjustments and future closings (the “ Transaction ”). 

The Cotulla Assets were sold pursuant to a Purchase and Sale Agreement dated October 24, 2016 (the “ Purchase Agreement ”) between SNC and Carrizo Eagle Ford, and, for the limited purposes set forth therein, the Company and Carrizo Oil & Gas, Inc. (“ Carrizo ”).  The Purchase Agreement contains customary representations, warranties, covenants, indemnification provisions and adjustments that are typical for these types of transactions.  Such representations, warranties, covenants, indemnifications and other provisions were made or agreed to, among other things, to provide the parties thereto with specified rights and obligations and to allocate risk among them.  Accordingly, the Purchase Agreement should not be relied upon as constituting a description of the actual state of affairs of any of the parties thereto or their affiliates at the time it was entered into or otherwise.

This summary of the Purchase Agreement does not purport to be complete, and is qualified in its entirety by reference to the text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated into this Item 2.01 by reference.