STONE ENERGY CORPORATION (NYSE:SGY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On April27, 2018, Stone Energy Corporation (“Stone” or the “Company”) entered into an Asset Purchase Agreement with Shell Offshore Inc., ExxonMobil Corporation, and Anadarko US Offshore LLC to acquire a 50% working interest in the Ram Powell Unit, including six lease blocks in the Viosca Knoll Area, the Ram Powell tension leg platform (“TLP”), and related assets. Production for the Ram Powell field averaged approximately 6,100 barrels of oil equivalent per day during 2017. The Ram Powell TLP is located in 3,200 feet of water in Viosca Knoll Area, Block 956, and is capable of producing 60,000 barrels of oil per day and 200million cubic feet of gas per day. The acquisition is subject to customary closing conditions, and is expected to close in early May 2018, with an effective date of October1, 2017. Total consideration under the agreement includes a purchase price of $34million in cash, subject to customary closing adjustments, and the posting of financial assurance instruments totaling approximately $200million. Additionally, under the terms of the previously announced Transaction Agreement between Stone and Talos Energy LLC (“Talos”), this acquisition is subject to Talos’s written consent, which Talos has provided.
A copy of the Asset Purchase Agreement dated April27, 2018 is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference. The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement.
Item 1.01. Regulation FD Disclosure.
On April27, 2018, Stone issued a press release announcing the execution of the Asset Purchase Agreement providing for the acquisition of a 50% working interest in the Ram Powell Unit. 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 1.01.
In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, 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.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Form 8-K 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 or results 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 and completion of wells, and future financial or operating results are forward-looking statements. All forward-looking numbers are approximate. 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 timing, extent, and volatility of changes in commodity prices for oil and gas; operating risks; liquidity risks, including risks relating to our bank credit facility and the Company’s ability to access the capital markets; political and regulatory developments and legislation, including developments and legislation relating to our operations in the Gulf of Mexico basin; risks related to our previously announced combination with Talos; and other risk factors and known trends and uncertainties as described in Stone’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 (“SEC”). 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. 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 assumes no obligation and expressly disclaims any duty to update the information contained herein, except as required by law.
Important Additional Information
In connection with Stone’s previously announced combination (the “Transaction”) with Talos, Sailfish Energy Holdings Corporation, a subsidiary of Stone that will be renamed Talos Energy Inc. as of the closing of the Transaction (“Newco”), has filed with the SEC a registration statement on Form S-4, including Amendments No.1, 2, 3 and 4 thereto. The registration statement was declared effective by the SEC on April9, 2018. Newco has also filed with the SEC a definitive consent solicitation statement/prospectus and Stone has mailed the definitive consent solicitation statement/prospectus to its stockholders and has filed other documents regarding the Transaction with the SEC. This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other documents Stone and/or Newco may file with the SEC in connection with the Transaction. INVESTORS AND STOCKHOLDERS OF STONE ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT AND THE CONSENT SOLICITATION STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a free copy of the consent solicitation statement/prospectus, as well as other filings containing information about Talos, Stone and/or Newco, without charge, at the SEC’s website (http://www.sec.gov). Copies of the consent solicitation statement/prospectus and the filings with the SEC that are incorporated by reference in the consent solicitation statement/prospectus may also be obtained, without charge, from Stone by directing a request to Stone Energy Corporation, 625 E. Kaliste Saloom Road, Lafayette, Louisiana, 70508, Attention: Investor Relations, Telephone: (337) 237-0410, or from Talos by directing a request to Investor Relations, Telephone: (713) 328-3000.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction to or in connection with the Transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Participants in the Solicitation
Talos, Stone, Newco and certain of their respective directors, executive officers and members of management and employees may be deemed to be participants in the solicitation of written consents in respect of the Transaction. Information regarding Stone’s directors and executive officers is set forth in Stone’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Information regarding Talos’s directors and executive officers and more detailed information regarding the identity of all potential participants, and their direct and indirect interests, by security holdings or otherwise, is set forth in the consent solicitation statement/prospectus and other relevant materials filed with the SEC. Free copies of these documents may be obtained from the sources indicated above.
Item 1.01. Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
|2.1*||Asset Purchase Agreement among Shell Offshore Inc., Exxon Mobil Corporation, Anadarko US Offshore LLC, as Sellers, and Stone Energy Offshore, L.L.C., as Purchaser, relating to the Ram Powell Unit, being Viosca Knoll Block 911, Viosca Knoll Block 912, Viosca Knoll Block 913, Viosca Knoll Block 955, Viosca Knoll Block 956, and Viosca Knoll Block 957, and related assets (Gulf of Mexico)|
|99.1||Press release dated April27, 2018, “Stone Energy Corporation Announces Agreement to Purchase Ram Powell Field”|
|*||Certain schedules and exhibits have been omitted to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.|
STONE ENERGY CORP ExhibitEX-2.1 2 d579017dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT among SHELL OFFSHORE INC. EXXON MOBIL CORPORATION ANADARKO US OFFSHORE LLC as Sellers and STONE ENERGY OFFSHORE,…To view the full exhibit click
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.