Stone Energy Corporation Announces Cash Tender Offer for Any and All of its
Outstanding 8.625% Senior Notes due 2017
LAFAYETTE, La., Nov. 13, 2013
LAFAYETTE, La., Nov. 13, 2013 /PRNewswire/ --Stone Energy Corporation (NYSE:
SGY) today announced that it has commenced a cash tender offer (the "Offer")
to purchase any and all of its outstanding $375,000,000 aggregate principal
amount of 8.625% Senior Notes due 2017 (the "Notes"). In connection with the
Offer, Stone is soliciting consents ("Consent Solicitation") to proposed
amendments that would shorten to three business days the minimum notice period
for optional redemptions and would eliminate substantially all of the
restrictive covenants and certain events of default provisions contained in
the indenture governing the Notes (the "Indenture").
The Offer is scheduled to expire at 11:59 p.m., New York City time, on
December 11, 2013, unless extended ("Expiration Time"). Holders who tender
their Notes and provide their consents to the amendments to the Indenture
before 5:00 p.m., New York City time, on November 26, 2013, unless extended
(the "Consent Expiration"), will be eligible to receive the Total
Consideration (defined below). The Offer contemplates an early settlement
option, so that holders who tendered their Notes prior to the Consent
Expiration and accepted for purchase could receive payment on an initial
settlement date, which is expected to be as early as November 27, 2013.
Holders who tender their Notes after the Consent Expiration and prior to the
Expiration Time will be eligible to receive the Tender Offer Consideration
(defined below) on the final settlement date, which is expected to be December
Tenders of Notes may be withdrawn and consents may be revoked until 5:00 p.m.,
New York City time, on November 26, 2013, unless extended (the "Withdrawal
Deadline"), but generally not afterwards, unless required by law.
The Total Consideration for each $1,000 principal amount of Notes tendered and
not withdrawn prior to the Withdrawal Deadline is $1,057.38, which includes a
consent payment of $30.00 per $1,000 principal amount of Notes. Holders
tendering after the Consent Expiration will be eligible to receive only the
Tender Offer Consideration, which is $1,027.38 for each $1,000 principal
amount of Notes, and does not include a consent payment. Holders whose Notes
are purchased in the Offer will also receive accrued and unpaid interest from
the most recent interest payment date for the Notes up to, but not including,
the applicable payment date.
The Offer is subject to the satisfaction of certain conditions including: (1)
receipt of consents to the amendments to the Indenture from holders of a
majority in principal amount of the outstanding Notes, (2) execution of a
supplemental indenture effecting the amendments, (3) consummation of the
capital markets debt financing announced today raising proceeds to fund the
Offer, and (4) certain other customary conditions.
The complete terms and conditions of the Offer are described in the Offer to
Purchase and Consent Solicitation Statement dated November 13, 2013, copies of
which may be obtained from D.F. King & Co., Inc., the tender agent and
information agent for the Offer, by calling (800) 967-4612 (US toll-free) or
(212) 269-5550 (collect) or by emailing firstname.lastname@example.org.
Stone has also retained BofA Merrill Lynch as dealer manager for the Offer and
solicitation agent for the Consent Solicitation. Questions regarding the terms
of the Offer and Consent Solicitation may be directed to BofA Merrill Lynch at
(980) 387-3907 (collect) and (888) 292-0070 (US toll-free).
This announcement is not an offer to purchase, a solicitation of an offer to
sell or a solicitation of consents with respect to any securities. The Offer
is being made solely by the Offer to Purchase and Consent Solicitation
Statement dated November 13, 2013. The Offer is not being made to holders of
Notes in any jurisdiction in which the making or acceptance thereof would not
be in compliance with the securities, blue sky or other laws of such
Stone Energy is an independent oil and natural gas exploration and production
company headquartered in Lafayette, Louisiana with additional offices in New
Orleans, Houston and Morgantown, West Virginia. Our business strategy is to
leverage cash flow generated from existing assets to maintain relatively
stable GOM shelf oil production, profitably grow gas reserves and production
in price-advantaged basins such as Appalachia and the Gulf Coast Basin, and
profitably grow oil reserves and production in material impact areas such as
the deep water GOM and onshore oil. For additional information, contact
Kenneth H. Beer, Chief Financial Officer, at 337-521-2210 phone, 337-521-2072
fax or via e-mail at CFO@StoneEnergy.com.
SOURCE Stone Energy Corporation
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