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

Item1.01.

Third 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 and November9, 2016 (the RSA),
with certain (i)holders of the Companys 1^{/_{%
Senior Convertible Notes due 2017 (the Convertible
Notes) and (ii)holders of the Companys 7/%
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 November15, 2016 the Company
and the Noteholders entered into a third amendment to the RSA
(the Third RSA Amendment) to
which:}}

^{_{The foregoing description of the Third
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 Third 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 Third RSA Amendment, on
different terms or at all.}}

^{_{The information contained in the Third
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.}}

^{_{(d)
Exhibits.}}

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