UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 28, 2006
Date of report (Date of earliest event reported)
STONE ENERGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-12074
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72-1235413 |
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(State or Other
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(Commission File
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(IRS Employer |
Jurisdiction of
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Number)
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Identification No.) |
Incorporation) |
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625 E. Kaliste Saloom Road |
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Lafayette, Louisiana
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70508 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (337) 237-0410
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On June 28, 2006, we completed a private placement of $225 million aggregate principal amount
of Senior Floating Rate Notes due 2010 (the Notes). In connection with the private placement, we
entered into a Registration Rights Agreement dated June 28, 2006 with the Initial Purchaser of the
Notes. We also entered into an Indenture with JPMorgan Chase Bank, National Association, as
Trustee, which governs the Notes. The Registration Rights Agreement and the Indenture are
described under Item 2.03 of this report and those descriptions are incorporated by reference into
this Item 1.01.
Section 2 Financial Information
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Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On June 28, 2006, we completed a private placement of $225 million aggregate principal amount
of Senior Floating Rate Notes to the Initial Purchaser of the Notes. The Notes were offered by the
Initial Purchaser pursuant to Rule 144A and Regulation S of the Securities Act of 1933, and may not
be sold in the United States absent registration or an applicable exemption from the registration
requirements. We intend to use the net proceeds of the private placement to finance the exercise
of our preferential rights to acquire additional working interests in Mississippi Canyon Blocks 108
and 109 for approximately $190.5 million, before closing adjustments, with the remainder of the
proceeds being used to reduce existing indebtedness under our Credit Facility. If the proposed
acquisition is not completed, we intend to use the proceeds from this floating rate debt to reduce
indebtedness under our Credit Facility.
The Notes were issued pursuant to the terms of an Indenture dated as of June 28, 2006, between
Stone Energy Corporation and JPMorgan Chase Bank, National Association, as Trustee. The Notes bear
interest at a rate per annum, reset quarterly, equal to LIBOR plus the Applicable Margin, initially
2.75%. The Applicable Margin will increase by 1% on July 15, 2007. Interest will be payable on
January 15th, April 15th, July 15th and October 15th of
each year, commencing on October 15th, 2006. The Notes have a final maturity date of
July 15, 2010.
The Notes will be unsecured senior obligations and will be subordinated to all of our secured
debt, including indebtedness under our Credit Facility, and all indebtedness and other obligations
of our subsidiaries. The Notes will rank pari passu in right of payment to all of our existing and
future senior indebtedness.
The Notes will be required to be redeemed, in whole, after the occurrence of any Change of
Control, including in connection with our proposed merger with Energy Partners, Ltd., at the
principal amount of the Notes plus accrued and unpaid interest to the date of redemption.
The Indenture limits and restricts our and our subsidiaries ability to incur additional debt,
pay dividends on, or redeem or repurchase stock, create liens, make specified types of investments,
apply net proceeds from certain asset sales, engage in transactions with our affiliates, engage in
sale and leaseback transactions, merge or consolidate, restrict dividends or other payments from
subsidiaries, sell equity interests of subsidiaries, and sell, assign, transfer, lease, convey or
dispose of assets.
Pursuant to the Registration Rights Agreement dated June 28, 2006 between Stone Energy
Corporation and the Initial Purchaser of the Notes, we have agreed, at our expense, to (i) file a
registration statement within 360 days after the issue date of the Notes enabling the holders to
exchange the privately
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placed Notes for publicly registered notes with identical terms, (ii) use
commercially reasonable efforts to
cause the registration statement to become effective within 180 days after the filing of the
registration statement, (iii) use commercially reasonable efforts to complete the exchange offer
within 210 days after the filing of the registration statement and (iv) file a shelf registration
statement for the resale of the Notes if we cannot effect an exchange offer within the time periods
listed above and in other circumstances. The interest rate on the Notes will increase if we do not
comply with our obligations under the Registration Rights Agreement.
The above description is qualified, in its entirety, by the terms of the Indenture and the
Registration Rights Agreement, both of which are filed as an exhibit to this report and are
incorporated by reference herein.
Section 9Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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(d)
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Exhibits
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4.1 |
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Indenture, dated as of June 28, 2006, between Stone Energy
Corporation and JPMorgan Chase Bank, National Association, as
Trustee. |
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4.2 |
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Registration Rights Agreement, dated as of June 28, 2006, between
Stone Energy Corporation and the Initial Purchaser of the Senior
Floating Rate Notes due 2010 named therein. |
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