Form 8-K

STONE ENERGY CORPORATION

Date: November 13, 2013

/s/ J. Kent Pierret

J. Kent Pierret

Senior Vice President,

                    Chief Accounting Officer

                           and Treasurer

0001193125-13-439391.txt : 20131113 0001193125-13-439391.hdr.sgml : 20131113 20131113075933 ACCESSION NUMBER: 0001193125-13-439391 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20131108 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131113 DATE AS OF CHANGE: 20131113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STONE ENERGY CORP CENTRAL INDEX KEY: 0000904080 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 721235413 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12074 FILM NUMBER: 131212621 BUSINESS ADDRESS: STREET 1: 625 E KALISTE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 3182370410 MAIL ADDRESS: STREET 1: 625 E KALISTLE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 8-K 1 d627993d8k.htm FORM 8-K Form 8-K

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

November 8, 2013

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)

(337) 237-0410

(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:

¨	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 November 8, 2013, 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 a Consent Agreement (the “Consent”) to the Credit Agreement.

The Consent (i) provides that the borrowing base under the Credit Agreement will not be reduced as a result of the sale of the remaining shelf properties that Stone has marketed for sale and (ii) increases Stone’s basket for outstanding notes from $1.1 billion in the aggregate to $1.5 billion until March 31, 2014. Stone’s basket for outstanding notes will be $1.1 billion for periods after March 31, 2014.

On November 8, 2013, Stone’s borrowing base under the Credit Agreement was reaffirmed at $400 million. As of November 12, 2013, 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 Consent does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

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 by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On November 13, 2013, Stone issued a press release announcing its intent, subject to market conditions, to publicly offer $400 million aggregate principal amount of its 7.500% Senior Notes due 2022. Stone intends to use the net proceeds from the offering to fund its pending tender offer and consent solicitation for its existing 8.625% Senior Notes due 2017 (“2017 Notes”). 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 November 13, 2013, Stone issued a press release announcing that it has commenced a cash tender offer and consent solicitation with respect to any and all of its outstanding $375 million aggregate principal amount of 2017 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.

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 Securities Exchange Act of 1934 (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 of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 8.01. Other Events.

On November 11, 2013, two lawsuits were filed, and on November 12, 2013, a third lawsuit was filed, against Stone and other named co-defendants, by the Parish of Jefferson (“Jefferson Parish”), on behalf of Jefferson Parish and the State of Louisiana, in the 24^th Judicial District Court for the Parish of Jefferson, State of Louisiana, alleging violations of the State and Local Coastal Resources Management Act of 1978, as amended, and the applicable regulations, rules, orders and ordinances thereunder (collectively, the “CRMA”), relating to certain of the defendants’ oil and gas operations in Jefferson Parish, and seeking to recover alleged unspecified damages to the Jefferson Parish Coastal Zone and remedies, including unspecified monetary damages and declaratory relief, restoration of the Jefferson Parish Coastal Zone and related costs and attorney’s fees. In addition, on November 8, 2013, a lawsuit was filed against Stone and other named co-defendants, by the Parish of Paquemines (“Paquemines Parish”), on behalf of Paquemines Parish and the State of Louisiana, in the 25th Judicial District Court for the Parish of Paquemines, State of Louisiana, alleging violations of the CRMA, relating to certain of the defendants’ oil and gas operations in Paquemines Parish, and seeking to recover alleged unspecified damages to the Paquemines Parish Coastal Zone and remedies, including unspecified monetary damages and declaratory relief, restoration of the Paquemines Parish Coastal Zone and related costs and attorney’s fees. The lawsuits are at an early stage, and while Stone has recently engaged counsel to represent it in these lawsuits, Stone has not yet begun to investigate and evaluate the allegations.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits



10.1		Consent Agreement dated as of November 8, 2013 to the Third Amended and Restated Credit Agreement.

99.1		Press release dated November 13, 2013, “Stone Energy Corporation Announces Public Offering of Additional 7.500% Senior Notes Due 2022.”

99.2		Press release dated November 13, 2013, “Stone Energy Corporation Announces Cash Tender Offer for Any and All of its Outstanding 8.625% Senior Notes due 2017.”

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SIGNATURE

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 thereunto duly authorized.

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EXHIBIT INDEX


Exhibit Number		Description

10.1		Consent Agreement dated as of November 8, 2013 to the Third Amended and Restated Credit Agreement.

99.1		Press release dated November 13, 2013, “Stone Energy Corporation Announces Public Offering of Additional 7.500% Senior Notes Due 2022.”

99.2		Press release dated November 13, 2013, “Stone Energy Corporation Announces Cash Tender Offer for Any and All of its Outstanding 8.625% Senior Notes due 2017.”

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EX-10.1 2 d627993dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

Execution Version

CONSENT AGREEMENT

This Consent dated as of November 1, 2013 (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 Agent, and the Issuing Bank 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, Amendment No. 2 and Consent dated as of October 22, 2012, and Amendment No. 3 dated as of April 30, 2013 and as may be otherwise amended, restated, supplemented, or modified from time to time, 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 Guarantor wishes to reaffirm its guarantee of the Obligations as amended by this Agreement.

D. The Borrower has requested, and the Agent and the Banks have agreed, to increase the Debt permitted to be incurred pursuant to Section 6.2(j) of the Credit Agreement through March 31, 2014.

E. The Borrower intends to dispose of the Oil and Gas Properties described on Annex A attached hereto (the “Potential Sale”) and has requested that the Agent and the Banks consent to the Potential Sale under Section 6.4(b) of the Credit Agreement and exclude the Potential Sale from a reduction of the Borrowing Base under Section 2.2(e) of the Credit Agreement.

F. The Borrower has requested, and the Agent and the Banks have agreed to, reaffirm the Borrowing Base at its current level of $400,000,000.

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. Waiver and Consent.

(a) The Agent and the Banks hereby (i) consent to the departure by the Credit Parties from Section 6.4(b) of the Credit Agreement to the extent necessary for the Credit Parties

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to consummate the Potential Sale, (ii) agree that the Potential Sale shall not be charged against the basket set forth in Section 6.4(b)(i)(z) of the Credit Agreement, and (iii) waive the application of Section 2.2(e) to the Potential Sale.

(b) The Agent and the Banks hereby consent to the departure by the Credit Parties from the maximum amounts set forth in Section 6.2(j) until March 31, 2014; provided that the aggregate outstanding principal amount of Permitted Notes shall not exceed $1,500,000,000 at any time.

(c) The Credit Parties hereby waive the requirement that the Agent and the Banks redetermine the Borrowing Base by November 1, 2013 under Section 2.2(b); provided that the Borrowing Base be redetermined by November 8, 2013.

Section 3. Reaffirmation of Borrowing Base. The Agent and the Banks have reaffirmed the Borrowing Base at $400,000,000. Such Borrowing Base may be redetermined or modified in accordance with the terms of the Credit Agreement.

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

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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 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, upon the occurrence of all of the following:

(a) the Required Banks, the Borrower, and the Guarantor 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/ Kenneth H. Beer
Name:		Kenneth H. Beer
Title:		Executive Vice President and
		Chief Financial Officer

GUARANTOR:

STONE ENERGY OFFSHORE, L.L.C.

By:		/s/ Kenneth H. Beer
Name:		Kenneth H. Beer
Title:		Executive Vice President and
		Chief Financial Officer