Sanchez Energy Announces Settlement of Derivative Lawsuit

HOUSTON, Sept. 06, 2017 --

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF STOCKHOLDER DERIVATIVE ACTION

TO:   ALL RECORD AND BENEFICIAL HOLDERS OF COMMON STOCK OF SANCHEZ ENERGY CORPORATION (“SANCHEZ ENERGY” OR THE “COMPANY”) AS OF THE CLOSE OF BUSINESS ON AUGUST 11, 2017 (“CURRENT SANCHEZ ENERGY STOCKHOLDERS”).

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.
YOUR RIGHTS WILL BE AFFECTED BY THE ACTION.

YOU ARE HEREBY NOTIFIED that the above-captioned stockholder derivative action (the “Action”) is pending in the Court of Chancery of the State of Delaware (the “Court”).

YOU ARE ALSO NOTIFIED that plaintiffs City of Roseville Employees’ Retirement System, Delaware County Employees Retirement Fund, and Robert Friedman (collectively, the “Plaintiffs”) have reached a proposed Settlement of the claims asserted in the Action against defendants A.R. Sanchez, Jr., Antonio R. Sanchez, III, Gilbert A. Garcia, Greg Colvin, Alan G. Jackson (collectively, the “Individual Defendants” or the “Board”), defendant Sanchez Resources, LLC (“Sanchez Resources”), and defendant Eduardo Sanchez (together with the Individual Defendants and Sanchez Resources, the “Sanchez Defendants”); and defendants Altpoint Capital Partners LLC and Altpoint Sanchez Holdings (together, the “Altpoint Defendants”, and collectively with the Sanchez Defendants, the “Defendants”).  The terms and conditions of the proposed Settlement are set forth in a Stipulation of Settlement entered into on August 11, 2017 (the “Stipulation”). 

As consideration for the Settlement, Defendants shall cause full, complete and unencumbered ownership of Sanchez Resources to be transferred to Sanchez Energy, with Sanchez Resources to be held as a wholly owned subsidiary of Sanchez Energy.  In addition, Defendants shall pay or cause to be paid $11,750,000 into an escrow account ($9,250,000 to be paid by the Sanchez Defendants and their insurance companies and $2,500,000 to be paid by or on behalf of the Altpoint Defendants), which, after deduction of any taxes and any attorneys’ fees and expenses awarded by the Court, will be paid to Sanchez Energy.  Defendants will also cause certain royalty interests on assets within the Tuscaloosa Marine Shale to be transferred to Sanchez Energy.

Current Sanchez Energy Stockholders are directed to obtain a copy of the full printed Notice of Pendency and Proposed Settlement of Stockholder Derivative Action (the “Notice”), which contains a more detailed description of the Settlement terms, as well as a description of the history of the litigation and an explanation of stockholders’ legal rights with respect to the Settlement.  The Notice and the Stipulation are publicly available for review at www.sanchezenergycorp.com, www.gelaw.com, www.blbglaw.com, and www.chimicles.com.

A hearing will be held on November 6, 2017 at 1:00 p.m., before The Honorable Sam Glasscock III, at the Court of Chancery of the State of Delaware, Court of Chancery Sussex County Courthouse, 34 The Circle, Georgetown, DE 19947 (the “Settlement Hearing”).  At the Settlement Hearing, the Court will, among other things:  (a) determine whether the Settlement should be approved by the Court as fair, reasonable, and adequate; (b) determine whether the Court should enter an Order and Judgment, substantially in the form attached as Exhibit E to the Stipulation, dismissing with prejudice the claims asserted against Defendants in the Action, and releasing and enjoining prosecution of any and all Plaintiffs’ Released Claims (as defined in the Stipulation) as against the Defendants’ Released Persons (as defined in the Stipulation); (c) consider Plaintiffs’ Counsel’s application for an award of attorneys’ fees and expenses to Plaintiffs’ Counsel and an incentive award to Plaintiffs (the “Fee and Expense Application”); (d) hear and determine any objections to the Settlement or the Fee and Expense Application; and (e) rule on such other matters as the Court may deem appropriate.

Any objections to the proposed Settlement or Plaintiffs’ Counsel’s Fee and Expense Application must be filed with the Court and delivered to Plaintiffs’ Counsel and counsel for Defendants such that they are received no later than October 27, 2017, in accordance with the instructions set forth in the Notice.

PLEASE NOTE:  Because this Action was brought as a derivative action on behalf of and for the benefit of Sanchez Energy, the benefits from the Settlement will go to the Company.  Individual Sanchez Energy stockholders will not receive any direct payment from the Settlement.  Also, please note that there is no proof of claim form for stockholders to submit in connection with this Settlement, and stockholders are not required to take any action in response to this notice.    

DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE REGISTER IN CHANCERY REGARDING THIS NOTICE.

All questions regarding this notice and the Settlement should be made to the following counsel for Plaintiffs:

Michael J. Barry, Esquire
Grant & Eisenhofer P.A.
123 S. Justison Street
Wilmington, DE 19801
(302) 622-7000

                                                                                          By Order of the Court