STONE ENERGY CORPORATION (NYSE:SGY) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Fourth Amendment to Restructuring Support
Agreement

On October20, 2016, Stone Energy Corporation
(Stone) and certain of its subsidiaries
(collectively, the Company) entered
into a restructuring support agreement, as amended on November4,
2016,November9, 2016, and November15, 2016 (the
RSA), with certain (i)holders of the
Companys 1³_{% Senior Convertible
Notes due 2017 (the Convertible Notes)
and (ii)holders of the Companys 7¹% 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 December9, 2016, the Company
and the Noteholders entered into a fourth amendment to the RSA
(the Fourth RSA Amendment) to which the
requirement to commence the chapter 11 cases will be extended
from December9, 2016 to December13, 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 Stones Current Report
on Form 8-K dated November17, 2016.}

_{First
Amendment to Purchase and Sale Agreement}

_{On
October20, 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). 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 December9, 2016, Tug Hill and Stone entered into a first
amendment to the PSA (the First PSA
Amendment) to which the requirement to commence the
chapter 11 cases will be extended from December9, 2016 to
December14, 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
June24, 2014 (as amended, the Credit
Agreement) among Stone, certain of the Companys
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 December10, 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.}

_{On
December9, 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 Item7.01 and Exhibit
99.1 attached hereto is being furnished and shall not be deemed
filed for purposes of Section18 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 Companys 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 Companys 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 Companys 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 Companys common
stock and on the Companys ability to access the capital markets;
and the risk factors and known trends and uncertainties as
described in the Companys 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, Item1A, Risk
Factors of the Companys most recent Annual Report on Form 10-K
and Part II, Item1A of the Companys Quarterly Reports on Form
10-Q for the periods ended March31, 2016,June30, 2016 and
September30, 2016, respectively. Should one or more of these
risks or uncertainties occur, or should underlying assumptions
prove incorrect, the Companys 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.}

_{(d)
Exhibits.}

About STONE ENERGY CORPORATION (NYSE:SGY)

Stone Energy Corporation is an independent oil and natural gas company. The Company is engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. The Company operates in the Gulf of Mexico (GOM) basin. It has leveraged its operations in the GOM conventional shelf and has its reserve base in the prolific basins of the GOM deep water, Gulf Coast deep gas, and the Marcellus and Utica shales in Appalachia. Its estimated proved oil and natural gas reserves are over 60 million barrels of oil equivalents (MMBoe) or 340 billion cubic feet equivalent (Bcfe). Over 95 MMBoe or 570 Bcfe of its estimated proved reserves are revised downward. It has made investments in seismic data and leasehold interests, and has geological, geophysical, engineering and operational operations in deep water arena to evaluate potential exploration, development and acquisition opportunities. It holds over two deep water platforms, producing reserves and various leases.

STONE ENERGY CORPORATION (NYSE:SGY) Recent Trading Information

STONE ENERGY CORPORATION (NYSE:SGY) closed its last trading session down -0.01 at 6.75 with 1,493,832 shares trading hands.