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

Item1.02

Upon the close of the sale of the Properties to EQT, described in
Item 2.01 below, Stone Energy Corporations (the
Companys) purchase and sale agreement
(the Tug Hill PSA) with TH Exploration
III, LLC, an affiliate of Tug Hill, Inc. (Tug
Hill), terminated, and the Company used a portion
of the cash consideration received to pay Tug Hill a break-up fee
of $10.8million.

For a description of the terms of the Tug Hill PSA and
circumstances surrounding its termination, see the Companys
Current Reports on Form 8-K filed on October20, 2016 and
February8, 2017.

On February27, 2017, the Company completed its previously
announced disposition of approximately 86,000 net acres in the
Appalachian regions of Pennsylvania and West Virginia
(collectively, the Properties) to EQT
Corporation, through its wholly owned subsidiary EQT Production
Company (EQT), for a purchase price of
$527million in cash, subject to customary purchase price
adjustments and an upward adjustment to the purchase price of up
to $16million in an amount equal to certain downward adjustments.
The sale of the Properties was consummated in accordance with the
terms of a purchase and sale agreement, dated February9, 2017, by
and between the Company and EQT (the EQT
PSA). Under the EQT PSA, the sale of the Properties
has an effective date of June1, 2016. The Company will use a
portion of the cash consideration received from the sale of the
Properties to fund its cash payment obligations under its Second
Amended Joint Prepackaged Plan of Reorganization, dated
December28, 2016 (the Plan), that was
confirmed on February15, 2017 by the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division. The Company
currently expects the Plan to become effective on February28,
2017, at which point the Company and its debtor affiliates will
emerge from bankruptcy; however, there can be no assurance that
the effectiveness of the Plan will occur on such date, or at all.

On February27, 2017, the Company issued a press release
announcing the completion of the sale of the Properties. A copy
of this press release is included herein as Exhibit 99.1.

The information included in this Current Report on 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 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 Stones 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 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 any bankruptcy case, which may interfere
with the ability to 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 of bankruptcy proceedings and emergence from
bankruptcy on the market price of the Companys common stock and
on the Companys 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; and other risk factors and known trends and
uncertainties as described in Stones 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 Companys most recent Annual Report on Form 10-K. Should one
or more of these risks or uncertainties occur, or should
underlying assumptions prove incorrect, Stones 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.

(b) to Item 9.01(b)(2) of Form 8-K, the Company will amend this
filing on or before March3, 2017 to file the pro forma financial
statements required by Article 11 of Regulation S-X that excludes
the Properties.

(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 up +0.14 at 6.72 with 1,398,567 shares trading hands.