Item 2.02 Results of Operations and Financial Condition.
The information on page 35 of the Presentation defined in Item 7.01 hereof and
furnished as Exhibit 99.1 hereto contains estimates of certain financial and
operational information regarding Sanchez Energy Corporation (the "Company") as
of or for the period ended December 31, 2019, and such information set forth on
that page is hereby incorporated into this Item 2.02 by reference.
Item 7.01 Regulation FD Disclosure.
As previously disclosed in the Company's Current Report on Form 8-K dated March
11, 2020, commencing on February 23, 2020, the Company entered into
confidentiality agreements (the "Confidentiality Agreements") with (a) members
of an ad hoc group of certain holders of the Company's 7.25% Senior Secured
First Lien Notes due 2023 (the "Secured Noteholders"), (b) members of an ad hoc
group of certain holders of the Company's 7.75% Senior Notes due 2021 (the
"7.75% Unsecured Noteholders") and the Company's 6.125% Senior Notes due 2023
(the "6.125% Noteholders" and, together with the 7.75% Unsecured Noteholders,
the "Unsecured Noteholders," and the Secured Noteholders and the Unsecured
Noteholders together, the "NDA Parties"). The disclosure herein is being made
pursuant to the Confidentiality Agreements between the Company and the Secured
Noteholders following the occurrence of the April 6, 2020 "Disclosure Date" (as
defined therein).
In connection with the Company's ongoing discussions with its stakeholders
regarding a potential reorganization, sale and/or restructuring transaction,
arrangement, or series of transactions involving the Company or any of its
subsidiaries or affiliates, the Company provided the Secured Noteholders with a
presentation regarding the Company's projected business plan (the
"Presentation"), which is attached as Exhibit 99.1 hereto. On April 6, 2020, the
Company and its debtor subsidiaries filed a Joint Chapter 11 Plan of
Reorganization (the "Plan") and related Disclosure Statement with the United
States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy
Court"). Consummation of the Plan is subject to, among other conditions set
forth therein, confirmation of the Plan by the Bankruptcy Court in accordance
with the requirements of the United States Bankruptcy Code. The Plan is
supported by the Secured Noteholders and a significant majority of the lenders
under the Company's debtor-in-possession facility, and the Company has been and
remains in discussions with its other stakeholders who have currently not agreed
to the Plan. The Company can provide no assurance that any agreement on the
terms of a potential restructuring transaction will be reached with such
parties.
The Presentation includes certain projections and forecasts of the Company. The
information in the Presentation is dependent upon assumptions with respect to
commodity prices, production, development capital, exploration capital,
operating expenses, availability and cost of capital and performance as set
forth in the Presentation. Any financial projections or forecasts included in
the Presentation were not prepared with a view toward public disclosure or
compliance with the published guidelines of the Securities and Exchange
Commission (the "SEC") or the guidelines established by the American Institute
of Certified Public Accountants regarding projections or forecasts. The
projections do not purport to present the Company's financial condition in
accordance with accounting principles generally accepted in the United States
("GAAP"). The Company's independent accountants have not examined, compiled or
otherwise applied procedures to the projections and, accordingly, do not express
and have not expressed an opinion or any other form of assurance with respect to
the projections. The inclusion of the projections herein should not be regarded
as an indication that the Company or its representatives consider the
projections to be a reliable prediction of future events, and the projections
should not be relied upon as such. Neither the Company nor any of its
representatives has made or makes any representation to any person regarding the
ultimate outcome of the Company's and its debtor subsidiaries' chapter 11 cases
and any restructuring of the Company effectuated therein compared to the
projections, and none of them undertakes any obligation to publicly update the
projections to reflect circumstances existing after the date when the
projections were made or to reflect the occurrence of future events, even in the
event that any or all of the assumptions underlying the projections are shown to
be in error. The Company has not yet finalized its financial or operating
results as of or for any historical period ended after September 30, 2019. As
disclosed in the Company's Current Report on Form 8-K filed on March 30, 2020,
the Company is relying on the SEC's Order under Section 36 of the Securities
Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery
Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) to
delay the filing of its Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 (the "2019 10-K") due to circumstances related to coronavirus
disease 2019. The Company expects to file the 2019 10-K no later than May 14,
2020 (which is 45 days from the original filing deadline of March 30, 2020). The
Company's actual results may differ materially from these estimates due to the
completion of our financial closing procedures, final adjustments and other
developments that may arise between now and the time the financial and operating
results for such periods are finalized.
Notes Regarding Non-GAAP Financial Measures
Included in this Current Report on Form 8-K (this "Form 8-K") are certain
non-GAAP financial measures as defined under Regulation G under the federal
securities laws, including EBITDA, EBITDA Margin, Adjusted EBITDAX, Adjusted
EBITDAX Less Capex, Free Cash Flow, Free Cash Flow (before A&D), Free Cash Flow
(after A&D), Unlevered Cash Flow (After Ch. 11 Fees) and Discretionary Cash
Flow. Investors are urged to consider closely the disclosure in Sanchez Energy's
Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the
"2018 10-K"), Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and
the reconciliation to GAAP measures provided in the Presentation. These non-GAAP
financial measures should be considered as a supplement to, and not as a
substitute for, or superior to, the financial measures prepared in accordance
with GAAP.
EBITDA, EBITDA Margin, Adjusted EBITDAX, Adjusted EBITDAX Less Capex, Free Cash
Flow, Free Cash Flow (before A&D), Free Cash Flow (after A&D), Unlevered Cash
Flow (After Ch. 11 Fees) and Discretionary Cash Flow are non-GAAP financial
measures that are used as a supplemental financial measure by our management and
by external users of our financial statements, such as investors, commercial
banks and others, including the NDA Parties, to assess our operating performance
as compared to that of other companies in our industry, without regard to
financing methods, capital structure or historical costs basis. These non-GAAP
financial measures are also used to assess our ability to incur and service debt
and fund capital expenditures. Our non-GAAP financial measures should not be
considered an alternative to net income (loss), operating income (loss), cash
flows provided by (used in) operating activities or any other measure of
financial performance or liquidity presented in accordance with U.S. GAAP. Our
non-GAAP financial measures may not be comparable to similarly titled measures
of another company because all companies may not calculate these non-GAAP
financial measures in the same manner.
We are unable to provide a reconciliation of the forward-looking non-GAAP
financial measures, including EBITDA, EBITDA Margin, Adjusted EBITDAX, Adjusted
EBITDAX Less Capex, Free Cash Flow, Free Cash Flow (before A&D), Free Cash Flow
(after A&D), Unlevered Cash Flow (After Ch. 11 Fees) and Discretionary Cash
Flow, contained in the Presentation filed with this Form 8-K to their respective
most directly comparable GAAP financial measures, because the information
necessary for quantitative reconciliations of the forward-looking non-GAAP
financial measures to their respective most directly comparable GAAP financial
measures is not (and was not, when prepared) available to us without
unreasonable efforts. The probable significance of providing these
forward-looking non-GAAP financial measures without the directly comparable GAAP
financial measures is that such GAAP financial measures may be materially
different from the corresponding non-GAAP financial measures.
Cautionary Note Regarding Forward-Looking Statements
The Presentation contains "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 the
Presentation 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 Form 8-K,
words such as "will," "potential," "believe," "estimate," "intend," "expect,"
"may," "should," "anticipate," "could," "plan," "predict," "forecast," "budget,"
"guidance," "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
. . .
Item 8.01 Other Events
On April 6, 2020, the Company and its debtor subsidiaries filed the Plan and
related Disclosure Statement with the Bankruptcy Court. Court filings and other
information relating to the Company's restructuring, including the Plan, are
available free of charge at https://cases.primeclerk.com/sanchezenergy. The
Company's Restructuring Information Hotline can be reached at (877) 756-7779
(for toll-free domestic calls) and (347) 505-7142 (for tolled international
calls), or by email at sanchezinfo@primeclerk.com.
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