0001193125-16-789842.txt : 20161212 0001193125-16-789842.hdr.sgml : 20161212 20161209181632 ACCESSION NUMBER: 0001193125-16-789842 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20161209 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161212 DATE AS OF CHANGE: 20161209 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: 162044942 BUSINESS ADDRESS: STREET 1: 625 E KALISTE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 3372370410 MAIL ADDRESS: STREET 1: 625 E KALISTLE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 8-K 1 d309406d8k.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

December 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)

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.

Fourth 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, November 9, 2016, and November 15, 2016 (the “RSA”), with certain (i) holders of the Company’s 1  3⁄4% Senior Convertible Notes due 2017 (the “Convertible Notes”) and (ii) holders of the Company’s 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 December 9, 2016, the Company and the Noteholders entered into a fourth amendment to the RSA (the “Fourth RSA Amendment”) pursuant to which the requirement to commence the chapter 11 cases will be extended from December 9, 2016 to December 13, 2016.

The foregoing description of the Fourth 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 Fourth 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 as amended by the Fourth RSA Amendment, on different terms or at all.

The information contained in the Fourth 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. A copy of the disclosure statement was attached as Exhibit 99.1 to Stone’s Current Report on Form 8-K dated November 17, 2016.

First Amendment to Purchase and Sale Agreement

On October 20, 2016, the Company entered into a purchase and sale agreement (the “PSA”) with TH Exploration III, LLC, an affiliate of Tug Hill, Inc. (“Tug Hill”). Pursuant to the terms of the PSA, Stone agreed to sell approximately 86,000 net acres in the Appalachia regions of Pennsylvania and West Virginia (the “Properties”) to Tug Hill for $360 million in cash, subject to customary purchase price adjustments. On December 9, 2016, Tug Hill and Stone entered into a first amendment to the PSA (the “First PSA Amendment”) pursuant to which the requirement to commence the chapter 11 cases will be extended from December 9, 2016 to December 14, 2016.

The foregoing description of the First PSA Amendment is qualified by reference to the full text of such amendment, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Fourth Amendment to Credit Agreement

On December 9, 2016, the Company entered into Amendment No. 4 (the “Fourth Credit Agreement Amendment”) to the Fourth Amended and Restated Credit Agreement dated as of June 24, 2014 (as amended, the “Credit Agreement”) among Stone, certain of the Company’s subsidiaries, as guarantors, and the financial institutions party thereto. The Fourth Credit Agreement Amendment amends the Credit Agreement to modify the anti-hoarding cash provisions therein, which become effective as of December 10, 2016.

The foregoing description of the Fourth Credit Agreement Amendment is qualified by reference to the full text of such amendment, a copy of which is filed herewith as Exhibit 10.3 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On December 9, 2016, the Company issued a press release announcing the Fourth RSA Amendment, the First PSA Amendment and the Fourth Credit Agreement Amendment. A copy of the press release is attached hereto as Exhibit 99.1.

The information included in this Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Form 8-K are forward-looking and are based upon the Company’s current belief as to the outcome and timing of future events. All statements, other than statements of historical facts that address activities that the Company plans, expects, believes, projects, estimates or anticipates will, should or may occur in the future are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include, but are not limited to, the ability to consummate the sale of the Properties as contemplated by the PSA; the ability to confirm and consummate a plan of reorganization in accordance with the terms of the Plan; risks attendant to the bankruptcy process, including the effects thereof on the Company’s business and on the interests of various constituents, the length of time that the Company might be required to operate in bankruptcy and the continued availability of operating capital during the pendency of such proceedings; risks associated with third party motions in the Bankruptcy Cases, which may interfere with the ability to confirm and consummate a plan of reorganization in accordance with the terms of the Plan; potential adverse effects on the Company’s liquidity or results of operations; increased costs to execute the reorganization in accordance with the terms of the Plan; effects on the market price of the Company’s common stock and on the Company’s ability to access the capital markets; and the risk factors and known trends and uncertainties as described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the Securities and Exchange Commission. For a more detailed discussion of risk factors, please see Part I, Item 1A, “Risk Factors” of the Company’s most recent Annual Report on Form 10-K and Part II, Item 1A of the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016, respectively. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those expressed in the forward-looking statements. The Company assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   

Description

10.1    Fourth Amendment to Restructuring Support Agreement, dated December 9, 2016.
10.2    First Amendment to Purchase and Sale Agreement, dated December 9, 2016.
10.3    Fourth Amendment to Credit Agreement, dated December 9, 2016.
99.1    Press Release issued by the Company on December 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: December 9, 2016     By:  

/s/ Lisa S. Jaubert

      Lisa S. Jaubert
      Senior Vice President, General Counsel and Secretary

Exhibit Index

 

Exhibit
Number

   

Description

10.1    Fourth Amendment to Restructuring Support Agreement, dated December 9, 2016.
10.2    First Amendment to Purchase and Sale Agreement, dated December 9, 2016.
10.3    Fourth Amendment to Credit Agreement, dated December 9, 2016.
99.1    Press Release issued by the Company on December 9, 2016.
 EX-10.1 2 d309406dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

FOURTH AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT

This FOURTH AMENDMENT (this “Fourth Amendment”) to the Restructuring Support Agreement, dated as of October 20, 2016, by and among (i) the Stone Parties (as defined therein) and (ii) the Consenting Noteholders (as defined therein), as amended by that certain First Amendment to the Restructuring Support Agreement, dated as of November 4, 2016 (the “First Amendment”), that certain Second Amendment to the Restructuring Support Agreement, dated as of November 9, 2016 (the “Second Amendment”), and that certain Third Amendment to the Restructuring Support Agreement, dated as of November 15, 2016 (the “Third Amendment”) (together with the schedules, annexes and exhibits (including the term sheet) attached thereto, as amended by the First Amendment and further amended by the Second Amendment and the Third Amendment, the “Restructuring Support Agreement”), is being entered into as of December 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 Fourth 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 extend the deadline for commencement of the Chapter 11 Cases as set forth on Schedule 1 from December 9, 2016, to December 13, 2016 (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 second paragraph (paragraph (b)) 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 Chapter 11 Cases by filing bankruptcy petitions with the Bankruptcy Court no later than December 13, 2016 (such filing date, the “Petition Date”);”

 

  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 Fourth 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 Fourth 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 Amendment to Restructuring Support Agreement – Stone Parties]

EX-10.2 3 d309406dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is executed on December 9, 2016, by and between Stone Energy Corporation, a Delaware corporation (“Seller”), and TH Exploration III, LLC, a Texas limited liability company (“Buyer”).

RECITALS:

WHEREAS, Seller and Buyer are parties to that certain Purchase and Sale Agreement (the “Purchase Agreement”), executed on October 20, 2016; and

WHEREAS, Seller and Buyer desire to amend the Purchase Agreement in the manner and upon the terms and conditions hereafter set forth.

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound by the terms hereof, agree as follows:

1. Definitions. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Purchase Agreement.

2. Bankruptcy Deadline. Section 11.01(f)(ii) of the Purchase Agreement is hereby amended by deleting the date “December 9, 2016” in its entirety and replacing such date with “December 14, 2016.”

3. Continuation of Agreement. From and after the effective date of this Amendment, all references to the Purchase Agreement set forth therein or in any other agreement or instrument shall, unless otherwise specifically provided, be references to the Purchase Agreement as amended by this Amendment and as may be further amended, modified, restated or supplemented from time to time by the parties. This Amendment is limited as specified and shall not constitute or be deemed to constitute an amendment, modification or waiver of any provision of the Purchase Agreement except as expressly set forth herein. As amended hereby, the Purchase Agreement shall continue in full force and effect according to its terms.

4. Miscellaneous. The terms and provisions of Section 15.07 (Governing Law) and Section 15.10 (Counterparts) of the Purchase Agreement shall apply to this Amendment, mutatis mutandis, as if fully set forth herein.

[Signature page follows]

IN WITNESS WHEREOF, this Amendment has been signed by each of the parties hereto on the date first above written.

 

SELLER
STONE ENERGY CORPORATION
By:  

/s/ Kenneth H. Beer

Name:   Kenneth H. Beer
Title:   Executive Vice President & Chief Financial Officer

Signature Page to First Amendment to Purchase and Sale Agreement

BUYER
TH EXPLORATION III, LLC
By:  

/s/ M. Evan Radler

Name:   M. Evan Radler
Title:   Chief Operating Officer

Signature Page to First Amendment to Purchase and Sale Agreement

EX-10.3 4 d309406dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

AMENDMENT NO. 4

TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 4 to Fourth Amended and Restated Credit Agreement dated as of December 9, 2016 (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

(i) The Borrower, the Banks, the Issuing Bank, and the Agent have entered into the Fourth Amended and Restated Credit Agreement dated as of June 24, 2014, as amended by Amendment No. 1 dated as of May 1, 2015, Amendment No. 2 dated as of February 3, 2016 and Amendment No. 3 dated as of June 14, 2016 (as further amended, restated, amended and restated or otherwise modified from time to time, the “Credit Agreement”).

(ii) The Borrower wishes to amend, and the undersigned Banks party hereto have agreed to amend, the Credit Agreement on the terms and subject to the conditions set forth below.

(iii) The Guarantor is party to that certain Second Amended and Restated Guaranty dated as of June 24, 2014 (as amended, restated, amended and restated or otherwise modified, the “Guaranty”).

(iv) 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 undersigned 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 to Credit Agreement. Upon the satisfaction of the conditions specified in Section 6 of this Agreement, and, unless otherwise specified, effective as of the date set forth above, Section 2.4(b)(vi) of the Credit Agreement is hereby amended to read in its entirety as follows:

(vi) Excess Cash. If at any time after December 10, 2016, through and including December 14, 2016, the aggregate amount of Liquid Assets exceeds $180,000,000, the Borrower shall, on the next Business Day, prepay the Advances, and then Cash Collateralize the Letter of Credit Exposure, without a corresponding reduction to the aggregate Commitments or the Borrowing Base, in an amount equal to the lesser of (A) such excess and (B) the amount required to reduce the outstanding balance of Advances to $0 and Cash Collateralize 103%

of the Letter of Credit Exposure. If at any time after December 14, 2016, the aggregate amount of Liquid Assets exceeds $50,000,000, the Borrower shall, on the next Business Day, prepay the Advances, and then Cash Collateralize the Letter of Credit Exposure, without a corresponding reduction to the aggregate Commitments or the Borrowing Base, in an amount equal to the lesser of (A) such excess and (B) the amount required to reduce the outstanding balance of Advances to $0 and Cash Collateralize 103% of the Letter of Credit Exposure.

Section 3. Reaffirmation of Liens.

(a) Each of the Borrower and 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 the Guarantor’s approval of amendments to the Credit Agreement.

Section 4. Representations and Warranties. Each of the Borrower and 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

 

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(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 5. Reaffirmation of Guaranty. The Guarantor hereby ratifies, confirms, and acknowledges that its obligations under the 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 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 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 6. 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 Agent shall have received duly executed counterparts of this Agreement from the Borrower, the Guarantor, the Agent and the requisite Banks, each of which shall be originals or electronic copies (such as “PDF” or “TIF”, it being agreed by the Borrower that originals shall follow promptly) unless otherwise specified, each in form and substance reasonably satisfactory to the Agent and, for counterparts of the Credit Parties, each properly executed by a Responsible Officer of the signing Credit Party;

(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 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 7. RELEASE. EACH CREDIT PARTY (ON BEHALF OF ITSELF AND ITS AFFILIATES) AND ITS SUCCESSORS-IN-TITLE, LEGAL REPRESENTATIVES AND ASSIGNEES AND, TO THE EXTENT THE SAME IS CLAIMED BY RIGHT OF, THROUGH OR UNDER ANY CREDIT PARTY, FOR ITS PAST, PRESENT AND FUTURE EMPLOYEES, AGENTS, REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS, AND TRUSTEES (EACH, A “RELEASING PARTY” AND COLLECTIVELY, THE “RELEASING PARTIES”), DOES HEREBY REMISE, RELEASE AND DISCHARGE, AND SHALL BE DEEMED TO HAVE FOREVER REMISED, RELEASED AND DISCHARGED, THE AGENT AND EACH OF THE OTHER SECURED PARTIES, AND THE AGENT’S AND EACH OTHER SECURED PARTY’S RESPECTIVE SUCCESSORS-IN-TITLE, LEGAL REPRESENTATIVES AND ASSIGNEES, PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, AFFILIATES, SHAREHOLDERS, TRUSTEES, AGENTS, EMPLOYEES, CONSULTANTS, EXPERTS, ADVISORS, ATTORNEYS AND OTHER PROFESSIONALS AND ALL OTHER PERSONS AND ENTITIES TO WHOM ANY OF THE FOREGOING WOULD BE LIABLE IF SUCH

 

3

PERSONS OR ENTITIES WERE FOUND TO BE LIABLE TO ANY RELEASING PARTY, OR ANY OF THEM (COLLECTIVELY HEREINAFTER THE “RELEASED PARTIES”), FROM ANY AND ALL MANNER OF ACTION AND ACTIONS, CAUSE AND CAUSES OF ACTION, CLAIMS, CHARGES, DEMANDS, COUNTERCLAIMS, SUITS, DEBTS, DUES, SUMS OF MONEY, ACCOUNTS, RECKONINGS, BONDS, BILLS, SPECIALTIES, COVENANTS, CONTRACTS, CONTROVERSIES, DAMAGES, JUDGMENTS, EXPENSES, EXECUTIONS, LIENS, CLAIMS OF LIENS, CLAIMS OF COSTS, PENALTIES, ATTORNEYS’ FEES, OR ANY OTHER COMPENSATION, RECOVERY OR RELIEF ON ACCOUNT OF ANY LIABILITY, OBLIGATION, DEMAND OR CAUSE OF ACTION OF WHATEVER NATURE, WHETHER IN LAW, EQUITY OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, ANY SO CALLED “LENDER LIABILITY” CLAIMS, INTEREST OR OTHER CARRYING COSTS, PENALTIES, LEGAL, ACCOUNTING AND OTHER PROFESSIONAL FEES AND EXPENSES AND INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES PAYABLE TO THIRD PARTIES, OR ANY CLAIMS ARISING UNDER 11 U.S.C. §§ 541–550 OR ANY CLAIMS FOR AVOIDANCE OR RECOVERY UNDER ANY OTHER FEDERAL, STATE OR FOREIGN LAW EQUIVALENT), WHETHER KNOWN OR UNKNOWN, FIXED OR CONTINGENT, JOINT AND/OR SEVERAL, SECURED OR UNSECURED, DUE OR NOT DUE, PRIMARY OR SECONDARY, LIQUIDATED OR UNLIQUIDATED, CONTRACTUAL OR TORTIOUS, DIRECT, INDIRECT, OR DERIVATIVE, ASSERTED OR UNASSERTED, FORESEEN OR UNFORESEEN, SUSPECTED OR UNSUSPECTED, NOW EXISTING, HERETOFORE EXISTING OR WHICH MAY HERETOFORE ACCRUE AGAINST ANY OF THE RELEASED PARTIES SOLELY IN THEIR CAPACITIES AS SUCH UNDER THE CREDIT DOCUMENTS, WHETHER HELD IN A PERSONAL OR REPRESENTATIVE CAPACITY, AND WHICH ARE BASED ON ANY ACT, FACT, EVENT OR OMISSION OR OTHER MATTER, CAUSE OR THING OCCURRING AT OR FROM ANY TIME PRIOR TO AND INCLUDING THE DATE HEREOF IN ANY WAY, DIRECTLY OR INDIRECTLY ARISING OUT OF, CONNECTED WITH OR RELATING TO THE CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT (OTHER THAN ANY CONTRACTUAL PAYMENTS DUE, OR WHICH MAY BECOME DUE, TO THE BORROWER UNDER ANY SPECIFIED SWAP CONTRACT, BUT SUBJECT TO ANY RIGHT OF SETOFF OR RECOUPMENT WITH RESPECT THERETO) AND THE TRANSACTIONS CONTEMPLATED THEREBY, AND ALL OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND OTHER DOCUMENTS AND STATEMENTS (WHETHER WRITTEN OR ORAL) RELATED TO ANY OF THE FOREGOING (EACH, A “RELEASED CLAIM” AND COLLECTIVELY, THE “RELEASED CLAIMS”). EACH RELEASING PARTY FURTHER STIPULATES AND AGREES WITH RESPECT TO ALL RELEASED CLAIMS, THAT IT HEREBY WAIVES ANY AND ALL PROVISIONS, RIGHTS, AND BENEFITS CONFERRED BY ANY STATE OR FEDERAL LAW OF THE UNITED STATES, OR ANY PRINCIPLE OF COMMON LAW, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

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

 

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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. With respect solely to any Default or Event of Default that would occur but for the effectiveness of the amendments contained in Section 2 hereof (the “Specified Defaults”), from the date of this Agreement through and including December 14, 2016, each of the Agent, the Issuing Bank, and the undersigned Banks hereby agree to forbear from (i) taking any action to enforce a remedy with respect to any Collateral and (ii) exercising any other rights or remedies, including, without limitation, declaring all of the Obligations to be immediately due and payable and commencing immediate enforcement and collection actions, in each case, arising solely as a result of or in connection with the occurrence and/or continuance of the Specified Defaults.

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 shall be executed by the parties hereto in several counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original and all of which when taken together shall constitute a single document.

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

 

5

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.4 TO 4TH A&R CREDIT AGREEMENT]

AGENT AND ISSUING BANK:
BANK OF AMERICA, N.A., as Agent and
Issuing Bank
By:  

/s/ C. Mark Hedrick

Name:   C. Mark Hedrick
Title:   Managing Director
BANKS:
BANK OF AMERICA, N.A.
By:  

/s/ C. Mark Hedrick

Name:   C. Mark Hedrick
Title:   Managing Director

 

[SIGNATURE PAGE TO AMD NO.4 TO 4TH A&R CREDIT AGREEMENT]

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:  

/s/ Patrick Greene

Name:   Patrick Greene
Title:   Vice President

 

[SIGNATURE PAGE TO AMD NO.4 TO 4TH A&R CREDIT AGREEMENT]

NATIXIS, NEW YORK BRANCH
By:  

/s/ Leila Zomorrodian

Name:   Leila Zomorrodian
Title:   Director
By:  

/s/ Brice Le Foyer

Name:   Brice Le Foyer
Title:   Director

 

[SIGNATURE PAGE TO AMD NO.4 TO 4TH A&R CREDIT AGREEMENT]

THE BANK OF NOVA SCOTIA
By:  

/s/ Marc Graham

Name:   Marc Graham
Title:   Director

 

[SIGNATURE PAGE TO AMD NO.4 TO 4TH A&R CREDIT AGREEMENT]

CAPITAL ONE, NATIONAL ASSOCIATION
By:  

/s/ Christopher Kuna

Name:   Christopher Kuna
Title:   Director

 

[SIGNATURE PAGE TO AMD NO.4 TO 4TH A&R CREDIT AGREEMENT]

TORONTO DOMINION (NEW YORK) LLC
By:  

/s/ Annie Dorval

Name:   Annie Dorval
Title:   Authorized Signatory

 

[SIGNATURE PAGE TO AMD NO.4 TO 4TH A&R CREDIT AGREEMENT]

BARCLAYS BANK PLC
By:  

/s/ Evan Moriarty

Name:   Evan Moriarty
Title:   Assistant Vice President

 

[SIGNATURE PAGE TO AMD NO.4 TO 4TH A&R CREDIT AGREEMENT]

REGIONS BANK
By:  

/s/ Margaret Renou

Name:   Margaret Renou
Title:   Vice President

 

[SIGNATURE PAGE TO AMD NO.4 TO 4TH A&R CREDIT AGREEMENT]

U.S. BANK NATIONAL ASSOCIATION
By:  

/s/ Karen Boyer

Name:   Karen Boyer
Title:   Senior Vice President

 

[SIGNATURE PAGE TO AMD NO.4 TO 4TH A&R CREDIT AGREEMENT]

IBERIABANK
By:  

/s/ W. Bryan Chapman

Name:   W. Bryan Chapman
Title:   Market President Energy Lending

 

[SIGNATURE PAGE TO AMD NO.4 TO 4TH A&R CREDIT AGREEMENT]

WHITNEY BANK
By:  

/s/ William Jochetz

Name:   William Jochetz
Title:   Vice President

 

[SIGNATURE PAGE TO AMD NO.4 TO 4TH A&R CREDIT AGREEMENT]

SUMITOMO MITSUI BANKING CORPORATION
By:  

/s/ Ryo Suzuki

Name:   Ryo Suzuki
Title:   Deputy Head of Americas Division General Manager

 

[SIGNATURE PAGE TO AMD NO.4 TO 4TH A&R CREDIT AGREEMENT]

EX-99.1 5 d309406dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

STONE ENERGY CORPORATION

Announces Agreement Extensions

LAFAYETTE, LA. December 9, 2016

Stone Energy Corporation (NYSE: SGY) (“Stone”) and certain of its subsidiaries (collectively, the “Company”), today announced extensions to a restructuring support agreement, a purchase and sale agreement and a credit agreement.

Fourth Amendment to Restructuring Support Agreement

On October 20, 2016, Stone and certain of its subsidiaries entered into a restructuring support agreement, as amended on November 4, 2016, November 9, 2016, and November 15, 2016 (the “RSA”), with certain (i) holders of the Company’s 1  3⁄4% Senior Convertible Notes due 2017 (the “Convertible Notes”) and (ii) holders of the Company’s 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 December 9, 2016, the Company and the Noteholders entered into a fourth amendment to the RSA (the “Fourth RSA Amendment”) pursuant to which the requirement to commence the chapter 11 cases will be extended from December 9, 2016 to December 13, 2016.

First Amendment to Purchase and Sale Agreement

On October 20, 2016, the Company entered into a purchase and sale agreement (the “PSA”) with TH Exploration III, LLC, an affiliate of Tug Hill, Inc. (“Tug Hill”). Pursuant to the terms of the PSA, Stone agreed to sell approximately 86,000 net acres in the Appalachia regions of Pennsylvania and West Virginia (the “Properties”) to Tug Hill for $360 million in cash, subject to customary purchase price adjustments. On December 9, 2016, Tug Hill and Stone entered into a first amendment to the PSA (the “First PSA Amendment”) pursuant to which the requirement to commence the chapter 11 cases will be extended from December 9, 2016 to December 14, 2016.

Fourth Amendment to Credit Agreement

On December 9, 2016, Stone entered into Amendment No. 4 (the “Fourth Credit Agreement Amendment”) to the Fourth Amended and Restated Credit Agreement dated as of June 24, 2014 (as amended, the “Credit Agreement”) among Stone, certain of Stone’s subsidiaries, as guarantors, and the financial institutions party thereto. The Fourth Credit Agreement Amendment amends the Credit Agreement to modify the anti-hoarding cash provisions therein, which become effective as of December 10, 2016.

Additional Information

The foregoing descriptions of the Fourth RSA Amendment, the First PSA Amendment and the Fourth Credit Agreement Amendment are qualified by reference to the full text of such amendments, copies of which are included as exhibits to Stone’s Current Report on Form 8-K filed today.

The information contained in this Press Release is for informational purposes only and does not constitute an offer to buy, nor a solicitation of an offer to sell, any securities of the Company, nor does it constitute a solicitation of consent from any persons with respect to the transactions contemplated hereby. While

 

LOGO

Stone expects 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. A copy of the disclosure statement was attached as Exhibit 99.1 to Stone’s Current Report on Form 8-K dated November 17, 2016.

Stone 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. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico and Appalachian basins.

Forward Looking Statements

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 are forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include, but are not limited to, the ability to consummate the sale of the Properties as contemplated by the PSA; the ability to confirm and consummate a plan of reorganization in accordance with the terms of the Plan; risks attendant to the bankruptcy process, including the effects thereof on the Company’s business and on the interests of various constituents, the length of time that the Company might be required to operate in bankruptcy and the continued availability of operating capital during the pendency of such proceedings; risks associated with third party motions in any bankruptcy case, which may interfere with the ability to confirm and consummate a plan of reorganization in accordance with the terms of the Plan; potential adverse effects on the Company’s liquidity or results of operations; increased costs to execute the reorganization in accordance with the terms of the Plan; effects on the market price of the Company’s common stock and on the Company’s ability to access the capital markets; and the risk factors and known trends and uncertainties as described in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as filed with the Securities and Exchange Commission. For a more detailed discussion of risk factors, please see Part I, Item 1A, “Risk Factors” of the Company’s most recent Annual Report on Form 10-K and Part II, Item 1A of the Company’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2016, June 30, 2016 and September 30, 2016, respectively. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those expressed in the forward-looking statements.

Contact:

Jennifer E. Mercer

Epiq Strategic Communications for Stone Energy

310-712-6215

jmercer@epiqsystems.com

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