STONE ENERGY CORPORATION (NYSE:SGY) Files An 8-K Regulation FD Disclosure
Item7.01.
| Regulation FD Disclosure. |
As previously disclosed, in response to a motion (the
Equity Committee Motion) filed by an ad
hoc group of stockholders (the Stockholder Ad Hoc
Group) of Stone Energy Corporation
(Stone or the
Company), the Company engaged in
discussions and, on December21, 2016, agreed to a resolution with
the Stockholder Ad Hoc Group with respect to the issues raised in
the Equity Committee Motion (the
Settlement). The complete terms of the
Settlement are disclosed in the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on
December22, 2016. The Settlement contemplates that Stones First
Amended Joint Prepackaged Plan of Reorganization that was filed
on December14, 2016 (the Existing Plan)
would be amended.
On December 28, 2016, the Company amended the Existing Plan and
filed the Second Amended Joint Prepackaged Plan of Reorganization
of Stone Energy Corporation and Its Debtor Affiliates Under
Chapter 11 of the Bankruptcy Code, dated December28, 2016 (the
Second Amended Plan). The Second
Amended Plan provides that, among other things, Stones existing
stockholders will be entitled to vote to accept or reject the
Second Amended Plan and, subject to certain conditions, will
receive their pro rata share of (i)5% of reorganized Stones
common stock, compared to 4% as contemplated by the Existing
Plan, and (ii)warrants for ownership of 15% of reorganized Stones
common equity with an exercise price equal to a total equity
value of the reorganized Company that implies a 50% recovery of
outstanding principal to the Companys noteholders plus accrued
interest through the Second Amended Plans effective date less the
face amount of the New Secured Notes and the Prepetition Notes
Cash (as those terms are defined in the Second Amended Plan), and
which may be exercised any time prior to the fourth anniversary
of the Second Amended Plans effective date, compared to 10% as
contemplated by the Existing Plan. In the event that the U.S.
Bankruptcy Court for the Southern District of Texas (the
Court) enters an order prior to the
effective date of the Second Amended Plan appointing any official
committee of equity security holders to 11 U.S.C. 1102, the
common stock to be distributed to Stones existing stockholders
will be reduced to 4% and the warrants will be exercisable for
10% of reorganized Stones common stock. In addition, under the
Second Amended Plan, no common stock or warrants will be
distributed to any existing stockholder that (a)votes to reject
the Plan and elects to not consent to the voluntary releases
contained in the Plan or (b)objects to, delays, impedes, or takes
any other action to interfere with the consummation of the Second
Amended Plan. The Second Amended Plan remains subject to approval
by the Court. The Court has previously determined that it would
consider the confirmation of the Second Amended Plan on
February14, 2017.
The description in this Current Report on Form 8-K of the Second
Amended Plan does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Second
Amended Plan, a copy of which is attached hereto as Exhibit 99.1.
The information contained in this Current Report on Form 8-K 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 and thereby. While the Company expects the restructuring
will take place in accordance with the Second Amended Plan, there
can be no assurance that the Company will be successful in
completing a restructuring.
The information included in this Form 8-K under Item7.01 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 Current Report on 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 confirm and consummate a plan of
reorganization in accordance with the terms of the Second Amended
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 during the
bankruptcy process, which may interfere with the ability to
confirm and consummate a plan of reorganization; potential
adverse effects on the Companys liquidity or results of
operations; increased costs to execute the reorganization in
accordance with the terms of a plan of reorganization; 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.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 99.1 |
Second Amended Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates, dated December 28, 2016. |
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 -0.44 at 7.50 with 668,397 shares trading hands.