Sanchez Energy Announces Closing of Private Offering of $500 Million in Senior Secured First Lien Notes
February 14 2018 - 4:48PM
Sanchez Energy Corporation (“Sanchez Energy” or the “Company”)
announced today that it has closed its private offering to eligible
purchasers of $500 million aggregate principal amount of 7.25%
senior secured first lien notes due 2023 (the “senior notes”) at an
offering price equal to 98.973% of par. Net proceeds from
this offering were approximately $483 million, after deducting
initial purchasers’ discount and estimated offering expenses.
Sanchez Energy intends to use the net proceeds from this offering
to repay total outstanding borrowings, and accrued interest and
fees, under its and its restricted subsidiaries’ revolving credit
facility and for general corporate purposes. The senior notes are
senior secured first lien obligations of Sanchez Energy and are
guaranteed on a senior secured first lien basis by each of the
Company’s existing and future domestic restricted subsidiaries,
with certain exceptions. In connection with the closing of the
offering, the Company has amended and restated its credit facility
by, among other things, (i) reducing the size from the prior $350
million borrowing base with a $300 million aggregate commitment
amount to a $25 million commitment to provide primarily for letters
of credit and working capital, (ii) extending the maturity from
2019 to 2023, (iii) removing all material financial maintenance
covenants and (iv) providing for the continued ability to hedge.
The securities have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), or
any state securities laws, and unless so registered, may not be
offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The Company offered and issued the
securities only to qualified institutional buyers as defined in
Rule 144A of the Securities Act and to persons outside the United
States pursuant to Regulation S.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any securities, nor
shall there be any offer, solicitation or sale of these securities
in any state or jurisdiction in which such an offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING
STATEMENTSThis news release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities and Exchange Act
of 1934, as amended, which are intended to qualify for the “safe
harbor” from liability established by the Private Securities
Litigation Reform Act of 1995. All statements other than statements
of historical fact are forward-looking statements. These
forward-looking statements are based on current expectations and
beliefs of the management of the Company, as well as assumptions
made by, and information currently available to, such management,
current market trends and market conditions and involve risks and
uncertainties, many of which are outside the Company's and
management's control, and which may cause actual results to differ
materially from those contained in forward-looking statements.
Accordingly, you should not place undue reliance on such
statements. Additional information regarding the factors that may
cause actual results to differ materially from these
forward-looking statements is available in the Company's filings
with the U.S. Securities and Exchange Commission, including its
Annual Report on Form 10-K for the year ended Dec. 31, 2016 and
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2017, June 30, 2017 and Sept. 30, 2017. These forward-looking
statements speak only as of the date of this news release, and the
Company does not assume any obligation to update or revise any
forward-looking statement, whether as a result of new information,
future events and developments or otherwise, except as required by
law. The Company further expressly disclaims any written or oral
statements made by a third party regarding the subject matter of
this news release.
General Inquiries: (713) 783-8000