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 (Date of earliest event reported): September 12, 2012

 

SANCHEZ ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

1111 Bagby Street
Suite 1800
Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

 

(713) 783-8000

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

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

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

 

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

 

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

 

 

 

Item 8.01 Other Events.

 

On September 12, 2012, the Company issued a press release announcing that it has priced a private offering of 2.5 million shares of a newly created series of preferred stock, to be designated as 4.875% Cumulative Perpetual Convertible Preferred Stock, Series A (the “Preferred Stock”).Sanchez Energy has also granted the initial purchasers a 30-day option to purchase up to 500,000 additional shares of the Preferred Stock solely to cover over-allotments. In accordance with Rule 135(c) of the Securities Act of 1933, as amended (the “Securities Act”), a copy of this press release is being filed as Exhibit 99.1 to this report and accordingly, this notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company.

 

The Preferred Stock has not been and will not be registered under the Securities Act or any state securities laws. Therefore, the Preferred Stock may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

The following materials are furnished as exhibits to this Current Report on Form 8-K:

 

Exhibits
99.1		Press release dated September 12, 2012 announcing pricing of the Preferred Stock offering.

 

Forward Looking Statements

 

All statements in this Current Report on Form 8-K and the press release, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

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SIGNATURES

 

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.

 

	SANCHEZ ENERGY CORPORATION
Date: September 12, 2012	By:	/s/ Michael G. Long
		Michael G. Long
		Senior Vice President and
		Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibits
99.1		Press release dated September 12, 2012 announcing pricing of the Preferred Stock offering.

 

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