8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

October 22, 2012

Date of report (Date of earliest event reported)

STONE ENERGY CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12074	72-1235413
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
625 E. Kaliste Saloom Road Lafayette, Louisiana		70508
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (337) 237-0410

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:

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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 1.01. Entry into a Material Definitive Agreement.

On October 22, 2012, Stone Energy Corporation, a Delaware corporation (“Stone”), as Borrower, Stone Energy Offshore, L.L.C., a Delaware limited liability company and a wholly owned subsidiary of Stone, as Guarantor, the financial institutions (the “Banks”) party to Stone’s Third Amended and Restated Credit Agreement dated as of April 26, 2011 (as amended, the “Credit Agreement”), and Bank of America, N.A., as Agent for the Banks and as Issuing Bank, entered into Amendment No. 2 and Consent (the “Amendment”) to the Credit Agreement.

The Amendment (i) provides that the borrowing base under Stone’s Credit Agreement will not be reduced as a result of the issuance of the Senior Notes due 2022 (the “2022 Notes”) described below; provided, however, that, if the 2022 Notes are issued, to the extent Stone’s 6 ³/₄% Senior Subordinated Notes due 2014 (the “2014 Notes”) in an aggregate principal amount equal to $200 million shall not have been repurchased, repaid, defeased or otherwise retired on or prior to December 31, 2012, Stone’s borrowing base will be reduced automatically on December 31, 2012 by an amount equal to 30% of the difference between $200 million and the aggregate principal amount of the 2014 Notes so repurchased, repaid, defeased or otherwise retired, and (ii) increases Stone’s basket for outstanding notes from $900 million in the aggregate to $1.25 billion on or prior to December 31, 2012, and to $1.1 billion at any time thereafter.

On October 22, 2012, Stone’s borrowing base under the Credit Agreement was reaffirmed at $400 million. As of October 19, 2012, Stone had no outstanding borrowings under the Credit Agreement and letters of credit totaling $21 million had been issued pursuant to the Credit Agreement, leaving $379 million of availability under the Credit Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 2.02. Results of Operations and Financial Condition.

In connection with the commencement of the offering described below, Stone is providing updated disclosures with respect to Stone’s operations.

Revenues. Oil, gas and natural gas liquids revenues for the third quarter of 2012 are expected to be approximately $224 million to $227 million, which includes the effects of hedges during the quarter.

Production. Volumes for the third quarter of 2012 are expected to be approximately 40,000 barrels of oil equivalent (“boe”) to 42,000 boe per day, or 240 million cubic feet equivalent (“Mmcfe”) to 252 Mmcfe per day. This range is above the production guidance that we issued on September 4, 2012 of 38,000 boe to 40,000 boe per day after Hurricane Isaac. Volumes were impacted by Hurricane Isaac in late August and September 2012, although substantially all of the volumes have now been fully restored.

Lease Operating Expenses. Lease operating expenses (“LOE”) for the third quarter of 2012 are expected to be approximately $60 million to $62 million. LOE will be impacted by incremental costs from Hurricane Isaac, seasonal major maintenance projects and incremental LOE from the remaining Pompano working interest purchased on June 21, 2012.

Liquidity. As of September 30, 2012 and October 19, 2012, Stone’s debt position was $811 million and $812 million, respectively, and Stone’s cash position was $176 million and $199 million, respectively. As of September 30, 2012 and October 19, 2012, Stone’s availability under the Credit Agreement was $379 million.

These initial estimates for the third quarter of 2012 are preliminary estimates and are subject to revision based on the completion of Stone’s quarter-end accounting and financial reporting processes necessary to finalize financial statements as of and for the quarter ended September 30, 2012. Considering the preliminary nature of these results, the final third quarter 2012 results may differ materially from these estimates when Stone reports the final results for the quarter.

Certain statements in this press release are forward-looking and are based upon Stone’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts, that address activities that Stone plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future, including future production of oil and gas, future capital expenditures and drilling of wells and future financial or operating results are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes in commodity prices for oil and gas, operating risks, liquidity risks, political and regulatory developments and legislation, including developments and legislation relating to our operations in the Gulf of Mexico and Appalachia, and other risk factors and known trends and uncertainties as described in Stone’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Stone’s actual results and plans could differ materially from those expressed in the forward-looking statements.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.

Item 7.01. Regulation FD Disclosure.

On October 22, 2012, Stone issued a press release announcing its intent, subject to market conditions, to publicly offer $300 million aggregate principal amount of the 2022 Notes. Stone intends to use the net proceeds from the offering for general corporate purposes, which may include repayment of Stone’s existing 2014 Notes and potential acquisitions. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

On October 22, 2012, Stone issued a press release announcing that it has commenced a cash tender offer and consent solicitation with respect to any and all of the $200 million aggregate outstanding principal amount of Stone’s 2014 Notes. In conjunction with the tender offer, Stone is soliciting noteholder consents to effect certain amendments to the indenture governing the 2014 Notes. The press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information set forth under Item 2.02 of this Current Report on Form 8-K is hereby incorporated in Item 7.01 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information, including Exhibits 99.1 and 99.2, be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

10.1	Amendment No. 2 and Consent dated as of October 22, 2012 to the Third Amended and Restated Credit Agreement among Stone Energy Corporation as Borrower, Bank of America, N.A. as Administrative Agent and Issuing Bank, and the financial institutions named therein, dated April 26, 2011.
99.1	Press release dated October 22, 2012, “Stone Energy Corporation Announces Public Offering of $300 Million of Senior Notes.”
99.2	Press release dated October 22, 2012, “Stone Energy Corporation Announces Tender Offer for Its 6 3/4% Senior Subordinated Notes due 2014.”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Stone Energy Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		STONE ENERGY CORPORATION
Date: October 22, 2012	By:	/s/ J. Kent Pierret
		J. Kent Pierret Senior Vice President, Chief Accounting Officer and Treasurer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amendment No. 2 and Consent dated as of October 22, 2012 to the Third Amended and Restated Credit Agreement among Stone Energy Corporation as Borrower, Bank of America, N.A. as Administrative Agent and Issuing Bank, and the financial institutions named therein, dated April 26, 2011.
99.1	Press release dated October 22, 2012, “Stone Energy Corporation Announces Public Offering of $300 Million of Senior Notes.”
99.2	Press release dated October 22, 2012, “Stone Energy Corporation Announces Tender Offer for Its 6 3/4% Senior Subordinated Notes due 2014.”

EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT NO. 2 AND CONSENT

This Amendment No. 2 and Consent dated as of October 22, 2012 (this “Agreement”) is among Stone Energy Corporation, a Delaware corporation (the “Borrower”), Stone Energy Offshore, L.L.C., a Delaware limited liability company (the “Guarantor”), the financial institutions party to the Credit Agreement described below as Banks (the “Banks”), and Bank of America, N.A., as Agent for the Banks (the “Agent”) and as Issuing Bank (the “Issuing Bank”).

INTRODUCTION

A. The Borrower, the Banks, the Issuing Bank, and the Agent have entered into the Third Amended and Restated Credit Agreement dated as of April 26, 2011 (as amended by Amendment No. 1 and Consent, dated as of February 28, 2012, the “Credit Agreement”).

B. The Guarantor entered into that certain Amended and Restated Guaranty dated as of April 26, 2011 (the “Stone Offshore Guaranty”).

C. The Borrower intends to issue Permitted Notes pursuant to certain Approved Indenture Documents to be entered into by the Borrower, the Guarantor, and a trustee to be determined.

D. The Guarantor wishes to reaffirm its guarantee of the Obligations as amended by this Agreement.

THEREFORE, in fulfillment of the foregoing, the Borrower, the Guarantor, the Agent, the Issuing Bank, and the Banks hereby agree as follows:

Section 1. Definitions; References. Unless otherwise defined in this Agreement, each term used in this Agreement which is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.

Section 2. Amendments. Upon the satisfaction of the conditions specified in Section 7 of this Agreement, and, unless otherwise specified, effective as of the date set forth above, Section 6.2(j) of the Credit Agreement shall be amended to replace “$900,000,000” with “, on or prior to December 31, 2012, $1,250,000,000 and, at any time thereafter, $1,100,000,000”.

Section 3. Consent. Notwithstanding anything to the contrary contained in the Credit Agreement or any other Credit Document, the Secured Parties hereby consent and agree that the Borrowing Base shall not be reduced pursuant to Section 2.2(a) of the Credit Agreement with respect to the issuance prior to December 31, 2012 of up to $375,000,000 aggregate principal amount of Permitted Notes (the “New Notes”); provided, however, that, if such New Notes are issued, to the extent Permitted Notes in an aggregate principal amount equal to or greater than $200,000,000 shall not have been repurchased, repaid, defeased or otherwise retired after the date of this Agreement and on or prior to December 31, 2012, the Borrowing Base shall be reduced automatically on December 31, 2012 by an amount equal to 30% of the difference between $200,000,000 and the aggregate principal amount of Permitted Notes so repurchased, repaid, defeased or otherwise retired.

Section 4. Reaffirmation of Liens.

(a) Each of the Borrower and the Guarantor (i) is party to certain Security Documents securing and supporting the Borrower’s and Guarantor’s obligations under the Credit Documents, (ii) represents and warrants that it has no defenses to the enforcement of the Security Documents and that according to their terms the Security Documents will continue in full force and effect to secure the Borrower’s and Guarantor’s obligations under the Credit Documents, as the same may be amended, supplemented, or otherwise modified, and (iii) acknowledges, represents, and warrants that the liens and security interests created by the Security Documents are valid and subsisting and create an Acceptable Security Interest in the Collateral to secure the Borrower’s and Guarantor’s obligations under the Credit Documents, as the same may be amended, supplemented, or otherwise modified.

(b) The delivery of this Agreement does not indicate or establish a requirement that any Guaranty or Security Document requires the Borrower’s or any Guarantor’s approval of amendments to the Credit Agreement.

Section 5. Representations and Warranties. Each of the Borrower and the Guarantor represents and warrants to the Agent and the Banks that:

(a) the representations and warranties set forth in the Credit Agreement and in the other Credit Documents are true and correct in all material respects as of the date of this Agreement (except to the extent such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided that such materiality qualifier shall not apply if such representation or warranty is already subject to a materiality qualifier in the Credit Agreement or such other Credit Document;

(b) (i) the execution, delivery, and performance of this Agreement are within the corporate or limited liability company power, as appropriate, and authority of the Borrower and Guarantor and have been duly authorized by appropriate proceedings and (ii) this Agreement constitutes a legal, valid, and binding obligation of the Borrower and Guarantor, enforceable against the Borrower and Guarantor in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; and

(c) as of the effectiveness of this Agreement and after giving effect thereto, no Default or Event of Default has occurred and is continuing.

Section 6. Reaffirmation of Guaranty. The Guarantor hereby ratifies, confirms, and acknowledges that its obligations under the Stone Offshore Guaranty are in full force and effect and that the Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, of all of the Obligations (subject to the terms of the Stone Offshore Guaranty), as such Obligations may have been amended by this Agreement. The Guarantor hereby acknowledges

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that its execution and delivery of this Agreement do not indicate or establish an approval or consent requirement by the Guarantor under the Stone Offshore Guaranty in connection with the execution and delivery of amendments, modifications or waivers to the Credit Agreement, the Notes or any of the other Credit Documents.

Section 7. Effectiveness. This Agreement shall become effective as of the date hereof, and the Credit Agreement shall be amended as provided herein, upon the occurrence of all of the following: (a) the Majority Banks’, the Borrower’s, and the Guarantor’s duly and validly executing originals of this Agreement and delivery thereof to the Agent; (b) the representations and warranties in this Agreement being true and correct in all material respects before and after giving effect to this Agreement; and (c) the Borrower’s having paid all costs, expenses, and fees which have been invoiced and are payable pursuant to Section 9.4 of the Credit Agreement or any other written agreement.

Section 8. Effect on Credit Documents. Except as amended herein, the Credit Agreement and the Credit Documents remain in full force and effect as originally executed, and nothing herein shall act as a waiver of any of the Agent’s or Banks’ rights under the Credit Documents, as amended. This Agreement is a Credit Document for the purposes of the provisions of the other Credit Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement may be a Default or Event of Default under other Credit Documents.

Section 9. Choice of Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.

Section 10. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original.

[The remainder of this page has been left blank intentionally.]

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THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

EXECUTED as of the date first set forth above.

BORROWER:
STONE ENERGY CORPORATION
By:	/s/ David H. Welch
Name:	David H. Welch
Title:	President and Chief Executive Officer
By:	/s/ Kenneth H. Beer
Name:	Kenneth H. Beer
Title:	Executive Vice President and
	Chief Financial Officer
GUARANTOR:
STONE ENERGY OFFSHORE, L.L.C.
By:	/s/ David H. Welch
Name:	David H. Welch
Title:	President and Chief Executive Officer
By:	/s/ Kenneth H. Beer
Name:	Kenneth H. Beer
Title:	Executive Vice President and
	Chief Financial Officer

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

AGENT AND ISSUING BANK:
BANK OF AMERICA, N.A., as Agent and Issuing Bank
By:	/s/ Ronald E. McKaig
Name:	Ronald E. McKaig
Title:	Managing Director
BANKS:
BANK OF AMERICA, N.A.
By:	/s/ Ronald E. McKaig
Name:	Ronald E. McKaig
Title:	Managing Director

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

WELLS FARGO BANK, N.A.
By:	/s/ Patrick J. Fults
Name:	Patrick J. Fults
Title:	Vice President

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

NATIXIS
By:	/s/ Louis P. Laville, III
Name:	Louis P. Laville, III
Title:	Managing Director
By:	/s/ Mary Lou Allen
Name:	Mary Lou Allen
Title:	Director

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

THE BANK OF NOVA SCOTIA
By:	/s/ Terry Donovan
Name:	Terry Donovan
Title:	Managing Director

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

CAPITAL ONE, N.A.
By:	/s/ Matthew Molero
Name:	Matthew Molero
Title:	Vice President

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

TORONTO DOMINION (NEW YORK) LLC
By:	/s/ Vicki Ferguson
Name:	Vicki Ferguson
Title:	Authorized Signatory

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

BARCLAYS BANK PLC
By:	/s/ Vanessa A. Kurbatskiy
Name:	Vanessa A. Kurbatskiy
Title:	Vice President

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

REGIONS BANK
By:	/s/ Tress M. Johnson
Name:	Tress M. Johnson
Title:	Vice President

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Daria Mahoney
Name:	Daria Mahoney
Title:	Vice President

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

WHITNEY BANK
By:	/s/ William Jochetz
Name:	William Jochetz
Title:	Vice President

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

IBERIABANK
By:	/s/ Cameron S. Jones
Name:	Cameron S. Jones
Title:	Vice President

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ Shuji Yabe
Name:	Shuji Yabe
Title:	Managing Director

[SIGNATURE PAGE TO AMD NO. 2 TO 3^rd A&R CREDIT AGREEMENT]

EX-99.1

Exhibit 99.1

STONE ENERGY CORPORATION

Announces Public Offering of $300 Million of Senior Notes

LAFAYETTE, LA., October 22, 2012

Stone Energy Corporation (NYSE: SGY) (“Stone”) today announced that it intends, subject to market conditions, to publicly offer $300 million aggregate principal amount of Senior Notes due 2022 (the “Senior Notes”). The Senior Notes will be fully and unconditionally guaranteed by Stone Energy Offshore, L.L.C., a wholly-owned subsidiary of Stone. Stone intends to use the net proceeds from the offering for general corporate purposes, which may include repayment of its existing 6 ³/₄% Senior Subordinated Notes due 2014.

BofA Merrill Lynch and Barclays Capital are acting as joint book-running managers for the Senior Notes offering. The offering will be made only by means of a preliminary prospectus supplement and the accompanying base prospectus, copies of which may be obtained on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov. Alternatively, the underwriters will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting BofA Merrill Lynch at 222 Broadway, 11^th Floor, New York, New York 10038, Attention: Prospectus Department or email dg.prospectus_requests@baml.com, or by contacting Barclays Capital Inc., c/o Broadridge, Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling (888) 603-5847 or e-mail at Barclaysprospectus@broadridge.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Senior Notes or any other securities, nor shall there be any sale of the Senior Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A shelf registration statement relating to the securities has been filed with the SEC and became effective October 22, 2012. The offering and sale of the Senior Notes will be made pursuant to this effective shelf registration statement.

Forward Looking Statement

Certain statements in this press release are forward-looking and are based upon Stone’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts, that address activities that Stone plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future, including future production of oil and gas, future capital expenditures and drilling of wells and future financial or operating results are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include the timing and extent of changes in commodity prices for oil and gas, operating risks, liquidity risks, political and regulatory developments and legislation, including developments and legislation relating to our operations in the Gulf of Mexico and Appalachia, and other risk factors and known trends and uncertainties as described in Stone’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Stone’s actual results and plans could differ materially from those expressed in the forward-looking statements.

Stone Energy is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Our business strategy is to leverage cash flow generated from existing assets to maintain relatively stable GOM shelf production, profitably grow gas reserves and production in price-advantaged basins such as Appalachia and the Gulf Coast Basin, and profitably grow oil reserves and production in material impact areas such as the deep GOM and onshore oil. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-521-2210 phone, 337-521-9880 fax or via e-mail at CFO@StoneEnergy.com.

EX-99.2

Exhibit 99.2

STONE ENERGY CORPORATION

Announces Tender Offer for Its 6 ³/₄% Senior Subordinated Notes due 2014

LAFAYETTE, LA., October 22, 2012

Stone Energy Corporation (NYSE: SGY) (“Stone”) today announced it has commenced a cash tender offer and consent solicitation with respect to any and all of the $200,000,000 aggregate outstanding principal amount of its 6 ³/₄% Senior Subordinated Notes due 2014 (the “Notes”). In conjunction with the tender offer, Stone is soliciting noteholder consents to effect certain amendments to the indenture governing the Notes.

Stone will pay the purchase price for Notes validly tendered and accepted for purchase, as well as accrued and unpaid interest up to, but not including, the applicable payment date. The tender offer is scheduled to expire at 11:59 p.m., New York City time, on November 20, 2012, unless such date is extended by Stone or earlier terminated (the “Expiration Time”). Noteholders who provide consents to the proposed amendments will receive a consent payment per $1,000 principal amount of Notes tendered and accepted for purchase pursuant to the offer, if they provide their consents prior to 5:00 p.m., New York City time, on November 5, 2012, unless such date is extended by Stone (the “Consent Expiration”). The total consideration to be paid for each $1,000 principal amount of the Notes validly tendered and not validly withdrawn before the Consent Expiration will be $1,005.00, which includes a consent payment of $30.00 per $1,000 principal amount of the Notes, plus accrued and unpaid interest up to the date of payment for such Notes. Noteholders tendering after the Consent Expiration and prior to the Expiration Time will be eligible to receive only $975.00 per $1,000 principal amount of Notes that are validly tendered and not validly withdrawn, plus accrued and unpaid interest up to the date of payment for such Notes.

Stone’s obligations to accept for purchase and to pay for Notes in the tender offer are conditioned on, among other things, the following:

• The tender of Notes representing at least a majority of the principal amount of Notes outstanding, which is necessary to execute the supplemental indenture that will effect the proposed amendments to the indenture governing the Notes; and

• Stone’s having completed a capital markets transaction with gross proceeds to it of at least $225.0 million, on terms acceptable to it.

Stone has retained BofA Merrill Lynch to serve as the Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. Requests for documents may be directed to D.F. King & Co., Inc., the Information Agent, at (800) 269-6427. Questions regarding the tender offer and consent solicitation may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect).

This press release is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities. The tender offer and consent solicitation is being made solely by the Offer to Purchase and Consent Solicitation Statement dated October 22, 2012.

Stone Energy is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Our business strategy is to leverage cash flow generated from existing assets to maintain relatively stable GOM shelf production, profitably grow gas reserves and production in price-advantaged basins such as Appalachia and the GOM and onshore oil. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-521-2210 phone, 337-521-9880 fax or via e-mail at CFO@StoneEnergy.com.