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 9, 2016
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) |
Registrants 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. |
Second Amendment to Restructuring Support Agreement
On October 20, 2016, Stone Energy Corporation (Stone) and certain of its subsidiaries (collectively, the Company) entered into a restructuring support agreement, as amended on November 4, 2016 (the RSA), with certain (i) holders of the Companys 1 3⁄4% Senior Convertible Notes due 2017 (the Convertible Notes) and (ii) holders of the Companys 7 1⁄2% Senior Notes due 2022 (together with the Convertible Notes, the Notes and the holders thereof, the Noteholders), to support a restructuring on the terms of a pre-packaged plan of reorganization as described therein (the Plan). On November 9, 2016 the Company and the Noteholders entered into a second amendment to the RSA (the Second RSA Amendment) that extends the requirement to commence solicitation to approve the Plan from November 10, 2016 to November 15, 2016.
The foregoing description of the Second RSA Amendment is qualified by reference to the full text of such amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Although the Company intends to pursue the restructuring in accordance with the terms set forth in the RSA, as amended by the Second RSA Amendment, there can be no assurance that the Company will be successful in completing a restructuring or any other similar transaction on the terms set forth in the RSA and the Second RSA Amendment, on different terms or at all.
The information contained in the Second RSA Amendment and this Form 8-K are for informational purposes only and do not constitute an offer to buy, nor a solicitation of an offer to sell, any securities of the Company, nor do they constitute a solicitation of consent from any persons with respect to the transactions contemplated hereby and thereby. While we expect the restructuring will take place in accordance with the Plan, there can be no assurance that the Company will be successful in completing a restructuring. Securityholders are urged to read the disclosure materials, including the disclosure statement, if and when they become available because they will contain important information regarding the restructuring.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description | |
10.1 | Second Amendment to Restructuring Support Agreement, dated November 9, 2016. |
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: November 9, 2016 | By: | /s/ Lisa S. Jaubert | ||||
Lisa S. Jaubert | ||||||
Senior Vice President, General Counsel and Secretary |
Exhibit Index
Exhibit Number |
Description | |
10.1 | Second Amendment to Restructuring Support Agreement, dated November 9, 2016. |
Exhibit 10.1
SECOND AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT
This SECOND AMENDMENT (this Second Amendment) to the Restructuring Support Agreement, dated as of October 20, 2016 and as amended by that certain First Amendment to Restructuring Support Agreement, dated as of November 4, 2016 (the First Amendment), by and among (i) the Stone Parties (as defined therein) and (ii) the Consenting Noteholders (as defined therein) (together with the schedules, annexes and exhibits (including the term sheet) attached thereto, as amended by the First Amendment, the Restructuring Support Agreement), is being entered into as of November 9, 2016, by and among (i) the Stone Parties (as defined in the Restructuring Support Agreement) and (ii) the undersigned Consenting Noteholders (as defined in the Restructuring Support Agreement). This Second Amendment collectively refers to the Stone Parties and the Consenting Noteholders as the Parties and each individually as a Party. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Restructuring Support Agreement.
WHEREAS, the Parties desire to further amend the terms of the Restructuring Support Agreement to further extend the deadline for commencement of the solicitation in respect of the Plan as set forth on Schedule 1 from November 10, 2016, to November 15, 2016 (collectively, the Proposed Amendment);
WHEREAS, pursuant to Section 28 of the Restructuring Support Agreement, the Proposed Amendment requires the prior written consent of the Stone Parties and the Required Consenting Noteholders; and
WHEREAS, the undersigned Consenting Noteholders, taken as a whole, satisfy the definition of Required Consenting Noteholders as it applies to the Proposed Amendment.
NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties, intending to be legally bound, hereby agrees as follows:
1. | Amendment to Schedule 1. The first paragraph (paragraph (a)) of Schedule 1 of the Restructuring Support Agreement be, and it hereby is, amended and restated in its entirety to read: |
the Stone Parties shall commence the solicitation in respect of the Plan, no later than November 15, 2016;
2. | Miscellaneous. |
a. | Sections 15 (Fees and Expenses), 16 (Consents and Acknowledgments), 18 (Survival of Agreement), 19 (Settlement), 20 (Relationship Among Parties), 21 (Specific Performance), 22 (Governing Law and Consent to Jurisdiction and Venue), 23 (WAIVER OF RIGHT TO TRIAL BY JURY), 24 (Successors and Assigns), 25 (No Third-Party Beneficiaries), 26 (Notices), 28 (Amendments), 29 (Reservation of Rights), 30 (Counterparts), 31 (Public Disclosure), 32 (Creditors Committee), 33 (Severability), 35 (Time Periods), |
36 (Headings), 37 (Interpretation) and 38 (Remedies Cumulative; No Waiver) be, and each of them hereby is, incorporated by reference, mutatis mutandis, as if such provisions were set forth fully herein. |
b. | This Second Amendment, together with the Restructuring Support Agreement, as amended hereby, constitute the complete and exclusive statement of agreement among the Stone Parties and the Consenting Noteholders with respect to the subject matter hereof and thereof, and supersede all prior written and oral statements by and among the Stone Parties and the Consenting Noteholders or any of them. |
c. | Except as specifically amended hereby, the Restructuring Support Agreement shall remain in full force and effect. |
[Signature pages follow]
2
IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the date set forth above.
STONE ENERGY CORPORATION, | ||
a Delaware corporation | ||
By: | /s/ Kenneth H. Beer | |
Kenneth H. Beer, Executive Vice President and Chief Financial Officer | ||
STONE ENERGY OFFSHORE, L.L.C., | ||
a Delaware limited liability company, by | ||
Stone Energy Corporation, its sole member | ||
By: | /s/ Kenneth H. Beer | |
Kenneth H. Beer, Executive Vice President and Chief Financial Officer | ||
STONE ENERGY HOLDING, L.L.C., | ||
a Delaware limited liability company, by | ||
Stone Energy Corporation, it sole member | ||
By: | /s/ Kenneth H. Beer | |
Kenneth H. Beer, Executive Vice President and Chief Financial Officer |
[Signature Page to Second Amendment to Restructuring Support Agreement Stone Parties]