As filed with the Securities and Exchange Commission on May 12, 2017
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
STONE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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72-1235413
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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625 E. Kaliste Saloom Road
Lafayette, Louisiana 70508
(337) 237-0410
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Lisa S. Jaubert
Senior
Vice President, General Counsel and Secretary
625 E. Kaliste Saloom Road
Lafayette, Louisiana 70508
(337)
237-0410
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
John
Goodgame
Akin Gump Strauss Hauer & Feld LLP
1111 Louisiana Street, 44th Floor
Houston, Texas 77002
(713)
220-5800
Approximate date of
commencement of proposed sale to the public: From time to time after this registration statement becomes effectiv
e.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of
the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,
check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule
12b-2
of the Exchange Act:
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered(1)
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Unit(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, par value $0.01 per share
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11,142,938
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$20.54
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$228,875,946.52
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$26,526.72
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional number of shares of common stock issuable upon stock splits,
stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the registrant’s common
stock on May 5, 2017 as reported on the New York Stock Exchange.
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The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state or country where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 12, 2017
PRELIMINARY PROSPECTUS
STONE ENERGY
CORPORATION
11,142,938 Shares
COMMON STOCK
This prospectus relates to the
resale from time to time of up to 11,142,938 shares of common stock (which we refer to as the “shares”) of Stone Energy Corporation by the selling stockholders identified in this prospectus. We will not receive any proceeds from the sale
of the shares. You should read this prospectus and any applicable prospectus supplement before you invest.
The selling stockholders identified in this
prospectus will pay any underwriting fees, discounts or commissions and transfer taxes relating to the registration or sale of the shares. We will pay all other costs, fees and expenses incurred in effecting the registration of the shares covered by
this prospectus.
The selling stockholders identified in this prospectus, or their pledgees, donees, assignees, transferees or other
successors-in-interest,
may offer the shares from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market
prices or at privately negotiated prices.
Our common stock is traded on the New York Stock Exchange, or NYSE, under the symbol “SGY.” On
May 11, 2017, the closing sale price of our common stock on the NYSE was $21.96
per share. You are urged to obtain current market quotations for our common stock.
Investing in our common stock involves certain risks. See “
Risk Factors
” beginning on page 3 and any risk factors
included in any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus for a discussion of the factors you should carefully consider before deciding to purchase our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus is , 2017.
TABLE OF CONTENTS
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing a
“shelf” registration process. Under this shelf registration process, the selling stockholders identified in this prospectus may sell shares of our common stock from time to time and in one or more offerings. This prospectus provides you
with a general description of the securities the selling stockholders may offer. Depending on the manner in which the selling stockholders sell securities under this shelf registration statement, we may provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any
prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find
More Information” on page 16 of this prospectus.
You should rely only on the information contained in or incorporated by reference in this
prospectus, any accompanying prospectus supplement or in any related free writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information. This prospectus and any accompanying prospectus
supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the common stock or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or
solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates.
Our business, financial condition, results of operations and prospects may have changed materially since those dates.
Unless the context otherwise
indicates, references in this prospectus to “Stone,” the “Company,” “we,” “our” and “us” refer, collectively, to Stone Energy Corporation, a Delaware corporation, and its consolidated subsidiaries.
1
ABOUT STONE ENERGY CORPORATION
Our Business
Stone Energy Corporation is an
independent oil and natural gas company engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. We have been operating in the Gulf of Mexico (the “GOM”) Basin since our incorporation in
1993 and have established a technical and operational expertise in this area. We have leveraged our experience in the GOM conventional shelf and expanded our reserve base into the more prolific basins of the GOM deep water and Gulf Coast deep gas.
Our Reorganization
On December 14,
2016, the Company and its subsidiaries Stone Energy Offshore, L.L.C. and Stone Energy Holding, L.L.C. (together with the Company, the “Debtors”) filed voluntary petitions for reorganization in the United States Bankruptcy Court for the
Southern District of Texas, Houston Division (the “Bankruptcy Court”) seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On February 15, 2017, the Bankruptcy Court entered an order (the
“Confirmation Order”), confirming the Company’s plan of reorganization (the “Plan”), as modified by the Confirmation Order. The Plan became effective and the Debtors emerged from the Chapter 11 proceedings on
February 28, 2017 (the “Effective Date”).
You can find more information about the Plan and our emergence from bankruptcy in our Annual
Report on
Form 10-K
for the fiscal year ended December 31, 2016 and our Quarterly Report on Form
10-Q
for the fiscal quarter ended March 31, 2017, which
are incorporated by reference in this prospectus.
Our Corporate Information
Our principal executive offices are located at 625 E. Kaliste Saloom Road, Lafayette, Louisiana 70508, and our telephone number is (337)
237-0410.
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RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in this prospectus, any
prospectus supplement and the documents incorporated by reference herein or therein, including the risks and uncertainties described in our Annual Report on Form
10-K
for the fiscal year ended
December 31, 2016 and our Quarterly Report on Form
10-Q
for the fiscal quarter ended March 31, 2017, which are incorporated by reference in this prospectus, and which may be amended, supplemented or
superseded from time to time by other reports we file with the SEC in the future. The risks and uncertainties described in this prospectus and the documents incorporated by reference herein are not the only risks we face. Additional risks and
uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business. For more information, please see “Where You Can Find More Information” below.
3
FORWARD-LOOKING STATEMENTS
This prospectus, and the information incorporated by reference in this prospectus, includes “forward-looking statements” within the meaning of
Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical or current facts, that address activities,
events, outcomes and other matters that we plan, expect, intend, assume, believe, budget, predict, forecast, project, estimate or anticipate (and other similar expressions) will, should or may occur in the future are forward-looking statements.
These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk
factors and other cautionary statements in this prospectus, as well as the risks outlined in “Part I, Item 1A. Risk Factors” in our Annual Report on Form
10-K
for the fiscal year ended
December 31, 2016, “Part II, Item 1A” of our Quarterly Report on Form
10-Q
for the fiscal quarter ended March 31, 2017, and in the other reports we file with the SEC.
Forward-looking statements may appear in a number of places in this prospectus and include statements with respect to, among other things:
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expected results from risk-weighted drilling success;
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estimates of our future oil and natural gas production, including estimates of any increases in oil and natural gas production;
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planned capital expenditures and the availability of capital resources to fund capital expenditures;
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our outlook on oil and natural gas prices;
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estimates of our oil and natural gas reserves;
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any estimates of future earnings growth;
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the impact of political and regulatory developments;
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our outlook on the resolution of pending litigation and government inquiry;
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estimates of the impact of new accounting pronouncements on earnings in future periods;
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our future financial condition or results of operations and our future revenues and expenses;
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the outcome of restructuring efforts and asset sales;
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the amount, nature and timing of any potential acquisition or divestiture transactions;
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any expected results or benefits associated with our acquisitions;
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our access to capital and our anticipated liquidity;
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estimates of future income taxes; and
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our business strategy and other plans and objectives for future operations, including the board’s assessment of the Company’s strategic direction.
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We caution you that these forward-looking statements are subject to all of the risks and uncertainties, many of which are beyond our control, incident to the
exploration for and development, production and marketing of oil and natural gas. These risks include, among other things:
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commodity price volatility, including further or sustained declines in the prices we receive for our oil and natural gas production;
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domestic and worldwide economic conditions, which may adversely affect the demand for and supply of oil and natural gas;
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the availability of capital on economic terms to fund our operations, capital expenditures, acquisitions and other obligations;
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our future level of indebtedness, liquidity, and compliance with debt covenants;
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our future financial condition, results of operations, revenues, cash flows and expenses;
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the potential need to sell certain assets or raise additional capital;
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our ability to post additional collateral for current bonds or comply with new supplemental bonding requirements imposed by BOEM;
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declines in the value of our oil and gas properties resulting in a decrease in our borrowing base under our current bank credit facility and impairments;
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our ability to develop, explore for, acquire and replace oil and natural gas reserves and sustain production;
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the impact of a financial crisis on our business operations, financial condition and ability to raise capital;
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the ability of financial counterparties to perform or fulfill their obligations under existing agreements;
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third-party interruption of sales to market;
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lack of availability and cost of goods and services;
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market conditions relating to potential acquisition and divestiture transactions;
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regulatory and environmental risks associated with drilling and production activities;
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our ability to establish operations or production on our acreage prior to the expiration of related leaseholds;
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availability of drilling and production equipment, facilities, field service providers, gathering, processing and transportation;
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competition in the oil and gas industry;
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our inability to retain and attract key personnel;
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drilling and other operating risks, including the consequences of a catastrophic event;
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unsuccessful exploration and development drilling activities;
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hurricanes and other weather conditions;
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availability, cost and adequacy of insurance coverage;
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adverse effects of changes in applicable tax, environmental, derivatives, permitting, bonding and other regulatory requirements and legislation, as well as agency interpretation and enforcement and judicial decisions
regarding the foregoing;
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uncertainty inherent in estimating proved oil and natural gas reserves and in projecting future rates of production and timing of development expenditures; and
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other risks described in this prospectus.
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USE OF PROCEEDS
We are filing the registration statement of which this prospectus is a part to permit the stockholders named in the section entitled “Selling
Stockholders” to resell shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. The selling stockholders will pay any underwriting fees, discounts or commissions and transfer taxes
relating to the registration or sale of the shares. We will pay all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation the SEC registration fee with respect
to the shares covered by this prospectus, fees and expenses of our counsel and accountants, as well as the reasonable fees and disbursements of one counsel to the selling stockholders.
6
SELLING STOCKHOLDERS
We issued shares of common stock to the selling stockholders identified in the table below pursuant to the Plan. In connection with the confirmation of the
Plan, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the selling stockholders identified in the table below on February 28, 2017. We are filing the registration statement of which this
prospectus forms a part pursuant to our obligations to register the shares of common stock on behalf of the selling stockholders under the Registration Rights Agreement. As used in this prospectus, “selling stockholders” includes pledgees,
donees, assignees, transferees or other
successors-in-interest
who may later hold the selling stockholders’ shares.
The following table sets forth information relating to the selling stockholders as of May 5, 2017, based on information supplied to us by the selling
stockholder on or prior to that date. We have not sought to verify such information. The selling stockholders may offer the common stock for resale from time to time pursuant to this prospectus. However, the selling stockholders are under no
obligation to sell any of the common stock offered pursuant to this prospectus. Because the selling stockholders may sell all, some or none of the common stock held by them, no assurance can be given as to the number of shares of common stock that a
selling stockholder will hold upon termination of any offering made hereby. The selling stockholders may hold or acquire at any time shares of our common stock in addition to the shares offered by the prospectus and may have acquired additional
shares of our common stock since the date on which they provided the information in the table below. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any
time and from time to time, the common stock held by them in transactions exempt from the registration requirements of the Securities Act, after the date on which it provided the information set forth on the table below. For purposes of the table
below, however, we have assumed that after termination of this offering, none of the shares of common stock offered by this prospectus will be held by the selling stockholders.
Beneficial ownership for the purposes of this table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that
a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Common stock subject
to options that are currently exercisable or exercisable within 60 days is deemed to be outstanding and beneficially owned by the person holding the options. These shares, however, are not deemed outstanding for the purposes of computing the
percentage ownership of any other person.
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Name of Selling Stockholder
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Shares Beneficially Owned
Prior to the Offering
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Shares Beneficially Owned
After the Offering(2)
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Number
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Percentage(1)
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Shares Offered
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Number
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Percentage(1)
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Funds and Accounts Managed by Franklin Advisers Inc.(3)
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7,209,575
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36.05
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%
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7,209,575
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0
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0
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Funds and Accounts Managed by Mackay Shields LLC(4)
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3,933,363
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19.67
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%
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3,933,363
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0
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(1)
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Percentages based on 19,999,926 shares of common stock outstanding as of May 5, 2017.
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(2)
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Represents the amount of common stock that will be held by the selling stockholders after completion of all offerings pursuant to this prospectus based on the assumptions that (a) all shares registered for sale by
the registration statement of which this prospectus forms a part will be sold and (b) that no other shares of common stock are acquired or sold by the selling stockholders prior to completion of such offerings. However, the selling stockholders
may sell all, some or none of the shares offered pursuant to this prospectus and may sell some or all of their shares pursuant to an exemption from the registration requirements of the Securities Act.
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(3)
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The principal address for Franklin Advisers, Inc. is One Franklin Parkway, San Mateo, CA 94403. Franklin
Advisers, Inc. (“FAV”) is the investment manager for each of the funds and accounts that are the registered holders of these securities. FAV is an indirect wholly owned subsidiary of a publicly traded company,
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Franklin Resources, Inc. (“FRI”) and may be deemed to be the beneficial owner of these securities for purposes of Rule
13d-3
under the Exchange
Act in its capacity as the investment adviser to such funds and accounts pursuant to investment management contracts that grant investment and/or voting power to FAV. When an investment management contract (including a
sub-advisory
agreement) delegates to FAV investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats FAV as having sole
investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, FAV reports for purposes of Section 13(d) of the Exchange Act that it has sole investment discretion and voting authority over
the securities covered by any such investment management agreement, unless otherwise specifically noted.
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(4)
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The principal address for Mackay Shields LLC is 1345 Avenue of the Americas, New York, NY 10105. Mackay Shields LLC is the investment manager for each of the funds and accounts that are the registered holders of these
securities.
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None of the selling stockholders has held any position or office or had any other material relationship with us or any of our
predecessors or affiliates within the past three years other than as a result of the ownership of our securities, except in connection with (1) the Registration Rights Agreement; (2) the Plan; and (3) the Amended and Restated
Restructuring Support Agreement, dated December 14, 2016, by and among the Debtors and certain of their lenders and noteholders.
8
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to time by the selling stockholders. The selling stockholders will act independently
of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the
over-the-counter
market or
otherwise, at prices and under terms then prevailing or at prices related to the then-current market price or in negotiated transactions. The selling stockholders may sell their shares by one or more of, or a combination of, the following methods:
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an underwritten offering;
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purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
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ordinary brokerage transactions and transactions in which the broker solicits purchasers;
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block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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an
over-the-counter
distribution in accordance with applicable law;
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in privately negotiated transactions;
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settlement of short sales entered into after the effective date of the registration statement of which this prospectus forms a part;
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through the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise; and
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any other method permitted by applicable law.
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In addition, the selling stockholders may from time to time
sell common stock in compliance with Rule 144 under the Securities Act, if available, or pursuant to other available exemptions from the registration requirements under the Securities Act, rather than pursuant to this prospectus. In such event,
the selling stockholders may be required by the securities laws of certain states to offer and sell the shares of common stock only through registered or licensed brokers or dealers.
To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution, including the names of
any underwriters, the purchase price and the proceeds the selling stockholders will receive from the sale, any underwriting discounts and other items constituting underwriters’ compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers, and any other information we believe to be material.
In connection with distributions of the
shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of
the common stock in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also sell the common stock short and redeliver the shares to close out such short positions. The selling stockholders may
also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or
other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders may also pledge shares to a broker-dealer or other financial institution, and, upon a default, such
broker-dealer or other financial institution may effect sales of the pledged shares pursuant to this prospectus (as supplemented or amended to reflect such transaction).
In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents
may receive commissions, discounts or concessions from the selling stockholders in amounts to be negotiated immediately prior to the sale.
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Any underwriters, broker-dealers or agents who participate in the sale or distribution of the common stock may be
deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act. In addition, any selling stockholder or affiliate of a selling stockholder that is a registered broker-dealer will be deemed to be an underwriter,
unless such selling stockholder purchased in the ordinary course of business, and at the time of its purchase of the shares to be resold, did not have any agreements or understandings, directly or indirectly, with any person to distribute the
shares. As a result, any profits on the sale of the common stock by such selling stockholders and any discounts, commissions or concessions received by it may be deemed to be underwriting discounts and commissions under the Securities Act.
Affiliates of selling stockholders who are deemed to be “underwriters” within the meaning of the Securities Act will be subject to prospectus delivery requirements of the Securities Act. Underwriters are subject to certain statutory
liabilities, including, but not limited to, Sections 11, 12 and 17 of the Securities Act.
The specific terms of the
lock-up
provisions, if any, in respect of any given offering will be described in the applicable prospectus supplement.
In addition, we will make copies of this prospectus available to the selling stockholders upon reasonable request. The selling stockholders may indemnify any
broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to indemnify the selling stockholders against certain liabilities, including certain liabilities under the Securities Act.
10
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR
NON-U.S.
HOLDERS
The following is a summary of the material U.S. federal income tax considerations related to the
purchase, ownership and disposition of our common stock by a
non-U.S.
holder (as defined below) that holds our common stock as a “capital asset” (generally property held for investment). This summary
is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial decisions, all as in effect on the date hereof, and all of which are subject to
change, possibly with retroactive effect. We have not sought any ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance
that the IRS or a court will agree with such statements and conclusions.
This summary does not address all aspects of U.S. federal income taxation that
may be relevant to
non-U.S.
holders in light of their personal circumstances. In addition, this summary does not address the Medicare tax on certain investment income, U.S. federal gift or estate tax laws, any
state, local or
non-U.S.
tax laws or any tax treaties. This summary also does not address tax considerations applicable to investors that may be subject to special treatment under the U.S. federal income tax
laws, such as (without limitation):
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banks, insurance companies or other financial institutions;
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tax-exempt
or governmental organizations;
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qualified foreign pension funds (or any entities all of the interests of which are held by a qualified foreign pension fund);
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dealers in securities or foreign currencies;
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traders in securities that use the
mark-to-market
method of accounting for U.S. federal income tax purposes;
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persons subject to the alternative minimum tax;
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partnerships or other pass-through entities for U.S. federal income tax purposes or holders of interests therein;
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persons deemed to sell our common stock under the constructive sale provisions of the Code;
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persons that acquired our common stock through the exercise of employee stock options or otherwise as compensation or through a
tax-qualified
retirement plan;
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certain former citizens or residents of the United States;
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real estate investment trusts or regulated investment companies; and
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persons that hold our common stock as part of a straddle, synthetic security, hedge, conversion transaction or other integrated investment or risk reduction transaction.
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PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR
SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL GIFT OR ESTATE TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL,
NON-U.S.
OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
Non-U.S.
Holder Defined
For purposes of this discussion, a
“non-U.S.
holder” is a beneficial owner of our common stock that is not
for U.S. federal income tax purposes a partnership or any of the following:
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an individual who is a citizen or resident of the United States;
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a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
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an estate the income of which is subject to U.S. federal income tax regardless of its source; or
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a trust (i) the administration of which is subject to the primary supervision of a U.S. court and which has one or more United States persons who have the authority to control all substantial decisions of the trust
or (ii) which has made a valid election under applicable U.S. Treasury regulations to be treated as a United States person.
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If a
partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership generally will depend upon the status of the partner, upon the
activities of the partnership and upon certain determinations made at the partner level. Accordingly, we urge partners in partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) considering the
purchase of our common stock to consult their tax advisors regarding the U.S. federal income tax considerations of the purchase, ownership and disposition of our common stock by such partnership.
Distributions on Common Stock
In the event we do
make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal
income tax principles. To the extent those distributions exceed our current and accumulated earnings and profits, the distributions will be treated as a
non-taxable
return of capital to the extent of the
non-U.S.
holder’s tax basis in our common stock and thereafter as capital gain from the sale or exchange of such common stock. See “—Gain on Disposition of Common Stock.” Subject to the
discussion below under “—Additional Withholding Requirements under FATCA,” dividends paid to a
non-U.S.
holder with respect to our common stock that are not effectively connected with the
non-U.S.
holder’s conduct of a trade or business within the United States generally will be subject to U.S. withholding tax at a rate of 30% unless an applicable income tax treaty provides for a lower rate. To
receive the benefit of a reduced treaty rate, a
non-U.S.
holder must provide the applicable withholding agent with an IRS Form
W-8BEN
or IRS Form
W-8BEN-E
(or other applicable or successor form) certifying qualification for the reduced rate.
Dividends paid to a
non-U.S.
holder that are effectively connected with the
non-U.S.
holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are treated as attributable to a permanent establishment maintained by the
non-U.S.
holder in the United States) generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons (as defined under the Code). Such effectively
connected dividends will not be subject to U.S. withholding tax if the
non-U.S.
holder satisfies certain certification requirements by providing the applicable withholding agent a properly executed IRS Form
W-8ECI
certifying eligibility for exemption. If the
non-U.S.
holder is a
non-U.S.
corporation, it may also be subject to a branch
profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty) on its effectively connected earnings and profits (as adjusted for certain items), which will include effectively connected dividends.
Gain on Disposition of Common Stock
Subject to
the discussion below under “—Additional Withholding Requirements under FATCA,” a
non-U.S.
holder generally will not be subject to U.S. federal income tax or withholding tax on any gain realized
upon the sale or other disposition of our common stock unless:
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the
non-U.S.
holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or
disposition occurs and certain other conditions are met;
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the gain is effectively connected with the
non-U.S.
holder’s conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is
attributable to a permanent establishment maintained by the
non-U.S.
holder in the United States); or
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our common stock constitutes a United States real property interest by reason of our status as a United States real property holding corporation (“USRPHC”) for U.S. federal income tax purposes.
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A
non-U.S.
holder described in the first bullet point above will be subject to U.S. federal income
tax at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on the amount of such gain, which generally may be offset by U.S. source capital losses.
A
non-U.S.
holder whose gain is described in the second bullet point above or, subject to the exceptions described in
the next paragraph, the third bullet point above, generally will be taxed on a net income basis at the rates and in the manner generally applicable to United States persons (as defined under the Code) unless an applicable income tax treaty provides
otherwise. If the
non-U.S.
holder is a corporation, it may also be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty) on its effectively
connected earnings and profits (as adjusted for certain items), which will include the gain described in the second bullet point above.
With respect to
the third bullet, generally, a corporation is a USRPHC if the fair market value of its United States real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used
or held for use in a trade or business. We believe that we currently are, and expect to remain for the foreseeable future, a USRPHC for U.S. federal income tax purposes. However, a
non-U.S.
holder would not be
subject to U.S. federal income tax on a sale, exchange or other taxable disposition of shares of our common stock by reason of our status as a USRPHC so long as (i) our common stock is regularly traded on an established securities market during
the calendar year in which such sale, exchange or other taxable disposition of shares of our common stock occurs and (ii) such
non-U.S.
holder does not own and is not deemed to own (directly, indirectly
or constructively) more than 5% of our common stock at any time during the relevant period. If we are a USRPHC and the requirements of (i) or (ii) are not met, any gain on the disposition of shares of our common stock generally will be taxed in
the same manner as a gain that is effectively connected with the conduct of a U.S. trade or business, and a 15% withholding tax would apply to the gross proceeds from such disposition.
Non-U.S.
holders should
consult their tax advisors with respect to the application of the foregoing rules to their ownership and disposition of our common stock.
Backup
Withholding and Information Reporting
Any dividends paid to a
non-U.S.
holder must be reported annually to
the IRS and to the
non-U.S.
holder. Copies of these information returns may be made available to the tax authorities in the country in which the
non-U.S.
holder resides
or is established. Payments of dividends to a
non-U.S.
holder generally will not be subject to backup withholding if the
non-U.S.
holder establishes an exemption by
properly certifying its
non-U.S.
status on an IRS Form
W-8BEN,
IRS Form
W-8BEN-E
or other
appropriate version of IRS Form
W-8.
Payments of the proceeds from a sale or other disposition by a
non-U.S.
holder of our common stock effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the
non-U.S.
holder establishes an exemption by properly certifying its
non-U.S.
status on an IRS Form
W-8BEN,
IRS Form
W-8BEN-E
or other appropriate version of IRS Form
W-8
and certain other conditions are met. Information reporting and backup
withholding generally will not apply to any payment of the proceeds from a sale or other disposition of our common stock effected outside the United States by a
non-U.S.
office of a broker. However, unless
such broker has documentary evidence in its records that the holder is not a United States person and certain other conditions are met, or the
non-U.S.
holder otherwise establishes an exemption, information
reporting will apply to a payment of the proceeds of the disposition of our common stock effected outside the United States by such a broker if it has certain relationships within the United States.
Backup withholding is not an additional tax. Rather, the U.S. income tax liability (if any) of persons subject to backup withholding will be reduced by the
amount of tax withheld. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely furnished to the IRS.
13
Additional Withholding Requirements under FATCA
Sections 1471 through 1474 of the Code, and the Treasury regulations and administrative guidance issued thereunder (“FATCA”), impose a 30%
withholding tax on any dividends paid on our common stock and on the gross proceeds from a disposition of our common stock (if such disposition occurs after December 31, 2018), in each case if paid to a “foreign financial institution”
or a
“non-financial
foreign entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution or
non-financial
foreign
entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax
authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are
non-U.S.
entities with U.S. owners); (ii) in the case of a
non-financial
foreign entity, such entity certifies that it does not have any “substantial United States owners” (as defined in the Code) or provides
the applicable withholding agent with a certification identifying the direct and indirect substantial United States owners of the entity (in either case, generally on an IRS Form
W-8BEN-E);
or (iii) the foreign financial institution or
non-financial
foreign entity otherwise qualifies for an exemption
from these rules and provides appropriate documentation (such as an IRS Form
W-8BEN-E).
Foreign financial institutions located in jurisdictions that have an
intergovernmental agreement with the United States governing these rules may be subject to different rules. Under certain circumstances, a holder might be eligible for refunds or credits of such taxes.
INVESTORS CONSIDERING THE PURCHASE OF OUR COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX
LAWS TO THEIR PARTICULAR SITUATIONS AND THE APPLICABILITY AND EFFECT OF U.S. FEDERAL GIFT AND ESTATE TAX LAWS AND ANY STATE, LOCAL OR
NON-U.S.
TAX LAWS AND TAX TREATIES.
14
VALIDITY OF THE SECURITIES
Unless the applicable prospectus supplement indicates otherwise, the validity of the securities in respect of which this prospectus is being delivered will be
passed upon for Stone by Akin Gump Strauss Hauer & Feld LLP.
EXPERTS
The consolidated financial statements of Stone Energy Corporation appearing in Stone Energy Corporation’s Current Report (Form
8-K)
dated May 12, 2017, and the effectiveness of Stone Energy Corporation’s internal control over financial reporting as of December 31, 2016, included in its Annual Report (Form 10-K) for the year
ended December 31, 2016, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
Estimates of our proved reserves as of December 31, 2016, incorporated by reference in this prospectus, were based upon reports prepared by independent
petroleum engineering consultants, Netherland, Sewell & Associates, Inc. (“NSAI”). We have incorporated by reference these estimates in reliance on the authority of NSAI as experts in such matters.
15
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC’s website at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at www.stoneenergy.com. Our website is not a part of this prospectus and is not incorporated by
reference in this prospectus. You may also read and copy any document we file at the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330
for further information on the operation of the Public Reference Room.
This prospectus is part of a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in
accordance with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about us and our consolidated subsidiaries and the securities we are offering. Statements in this
prospectus concerning any document we filed as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified by reference to these filings. You should review the complete
document to evaluate these statements.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important information to you by
referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this
prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to
determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below (File
No. 001-12074)
and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those documents or the portions of those documents not
deemed to be filed) (i) after the date of the initial registration statement and prior to effectiveness of the registration statement and (ii) after the effectiveness of the registration statement until the offering of the securities under
the registration statement is terminated or completed:
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Annual Report on Form
10-K
for the fiscal year ended December 31, 2016 (as filed with the SEC on February 23, 2017);
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Quarterly Report on Form
10-Q
for the quarterly period ended March 31, 2017 (as filed with the SEC on May 8, 2017);
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Current Reports on
Form 8-K
or
8-K/A
filed with the SEC on February 10, 2017, February 15, 2017, February 27, 2017,
March 1, 2017, March 3, 2017, March 6, 2017, May 1, 2017 and May 12, 2017;
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The description of our common stock contained in our Registration Statement on Form
8-A
filed with the SEC on February 28, 2017, including any amendments or reports filed for
the purpose of updating such description.
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You may request a copy of these filings, at no cost, by writing or telephoning us at the
following address or telephone number:
Stone Energy Corporation
625 E. Kaliste Saloom Road
Lafayette, Louisiana 70508
(337)
237-0410
16
STONE ENERGY CORPORATION
11,142,938 SHARES
COMMON STOCK
PROSPECTUS
, 2017
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other Expenses of Issuance and Distribution.
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The following table sets forth the various expenses to be
incurred in connection with the sale and distribution of the securities being registered hereby (except any underwriting discounts and commissions that may be incurred).
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SEC registration fee
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$
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26,526.72
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Legal fees and expenses
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Accounting fees and expenses
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Miscellaneous expenses
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Total expenses
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$
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— (1)
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(1)
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Other than the SEC registration fee, these fees and expenses will be calculated based on the number and manner of offerings and accordingly are not estimated at this time.
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Item 15.
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Indemnification of Directors and Officers.
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Reference is made to Section 145
(“Section 145”) of the General Corporation Law of the State of Delaware (the “DGCL”) which provides for indemnification of directors and officers in certain circumstances.
The Company’s Amended and Restated Certificate of Incorporation contains a provision that is designed to limit the directors’ liability to the
extent permitted by the DGCL and any amendments thereto. Specifically, directors will not be held personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director, except for such liability as is
expressly not subject to limitation under the DGCL, as the same exists or may hereafter be amended to further limit or eliminate such liability.
The
Company’s Second Amended and Restated Bylaws (the “Bylaws”) provide that indemnification shall be to the fullest extent permitted by the DGCL for all current or former directors or officers of the Company. It sets out the standard
under which the Company will indemnify directors and officers, providing for reimbursement in such instances, for the advancement or reimbursement of expenses reasonably incurred in defending an action, and for the extension of indemnity to persons
other than directors and officers. It also establishes the manner of handling indemnification when a lawsuit is settled. It is not intended that the Bylaws are an exclusive method of indemnification.
On February 28, 2017, the Company entered into indemnification agreements with each of its directors and executive officers. The indemnification
agreements require the Company to (i) indemnify these individuals to the fullest extent permitted under the DGCL against liabilities that may arise by reason of their service to the Company, and (ii) advance expenses reasonably incurred as
a result of any proceeding against them as to which they could be indemnified. The Company may enter into indemnification agreements with any future directors or executive officers.
We
carry directors and officers liability insurance coverages designed to insure our officers and directors and those of our subsidiaries against
certain liabilities incurred by them in the performance of their duties, and also providing for reimbursement in certain cases to us and our subsidiaries for sums paid to directors and officers as indemnification for similar liability.
The exhibits to this Registration Statement are listed in the exhibit index, which appears
elsewhere herein and is incorporated herein by reference.
II-1
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(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
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provided
,
however
, that paragraphs (a)(1)(i), (ii) and (iii) do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by a registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
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(2)
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That, for the purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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That, for the purpose of determining liability under the Securities Act to any purchaser:
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(i)
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each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration
statement; and
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(ii)
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each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included
in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof;
provided, however
, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of
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II-2
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the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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(5)
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That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)
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any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
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(iii)
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the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of any registrant pursuant to the indemnification provisions described herein,
or otherwise, each registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form
S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on
this 12th day of May, 2017.
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STONE ENERGY CORPORATION
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By:
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/s/ Kenneth H. Beer
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Name:
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Kenneth H. Beer
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Title:
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Executive Vice President and Chief
Financial Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Stone Energy Corporation, hereby severally constitute and appoint Kenneth H. Beer and Lisa S. Jaubert, and each
of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form
S-3
filed
herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Stone Energy Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration
statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by
the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ James M. Trimble
James M. Trimble
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Interim Chief Executive Officer
and President
and Director
(principal executive officer)
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May 12, 2017
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/s/ Kenneth H. Beer
Kenneth H. Beer
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Executive Vice President and
Chief Financial
Officer
(principal financial officer)
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May 12, 2017
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/s/ Karl D. Meche
Karl D. Meche
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Director of Accounting and Treasurer
(principal accounting officer)
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May 12, 2017
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/s/ Neal P. Goldman
Neal P. Goldman
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Director
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May 12, 2017
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/s/ John Juneau
John Juneau
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Director
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May 12, 2017
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/s/ David Rainey
David Rainey
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Director
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May 12, 2017
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/s/ Charles M. Sledge
Charles M. Sledge
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Director
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May 12, 2017
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/s/ David N. Weinstein
David N. Weinstein
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Director
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May 12, 2017
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation of Stone Energy Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on
Form 8-A
filed with
the Securities Exchange Commission on February 28, 2017).
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3.2
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Second Amended and Restated Bylaws of Stone Energy Corporation (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on
Form 8-A
filed with the
Securities Exchange Commission on February 28, 2017).
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4.1
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Registration Rights Agreement among Stone Energy Corporation and certain holders identified therein (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on
Form 8-A
filed with the Securities Exchange Commission on February 28, 2017).
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5.1*
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Opinion of Akin Gump Strauss Hauer & Feld LLP.
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23.1*
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Consent of Ernst & Young LLP.
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23.2*
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Consent of Netherland, Sewell & Associates, Inc.
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23.3*
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Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit 5.1).
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24.1*
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Power of Attorney (included in the signature pages to the Registration Statement).
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