UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 4
to
FORM T-3
FOR
APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939
STONE ENERGY CORPORATION
(Name of Applicant)*
625 E.
Kaliste Saloom Road
Lafayette, Louisiana 70508
(Address of Principal Executive Offices)
Securities to
be Issued Under the Indenture to be Qualified
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Title of Class
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Amount
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7.500% Senior Secured Notes due 2022
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$225,000,000
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Approximate date of proposed public offering:
On, or as soon as practicable following, the effective date (the
Effective Date
) under the Joint Prepackaged Plan of
Reorganization of Stone Energy Corporation and its Debtor Affiliates pursuant to Chapter 11 of the Bankruptcy Code (as amended or supplemented, the
Plan of Reorganization
).
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Lisa S. Jaubert
Senior Vice President, General Counsel and Secretary
625 E. Kaliste Saloom Road
Lafayette, Louisiana
(337) 237-0410
(Name and
Address of Agent for Service)
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Copies to:
Michael E. Dillard
John
M. Greer
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002 (713) 546-5400
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The Applicants hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the
20th day after the filing of an amendment which specifically states that it shall supersede this application for qualification, or (ii) such date as the Securities and Exchange Commission, acting pursuant to section 307(c) of the Trust
Indenture Act of 1939, may determine upon the written request of the Applicants.
*
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The Co-Applicants listed on the following page are also included in this application as Applicants.
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EXPLANATORY NOTE
This Amendment No. 4 to Form T-3 (this
Amendment
) is being filed on behalf of Stone Energy Corporation and Stone
Energy Offshore, L.L.C. (collectively, the
Applicants
). This Amendment is being filed solely to (i) amend and restate Item 8 - Analysis of Indenture Provisions, Item 5 - Principal Owners of Voting
Securities, and Item 7 - Capitalization, (ii) file a revised indenture as Exhibit T3C-2 to replace the previous indenture filed as Exhibit T3C-1 and (iii) update the Index to Exhibits. This Amendment is not intended to amend
or delete any other part of the Applicants Application for Qualification (the
Application
). All other information in the Application is unchanged and has been omitted from this Amendment. Unless indicated otherwise,
capitalized terms used below and not defined herein have the meanings ascribed to them in the Application.
5. Principal Owners of Voting Securities.
(a) As of February 23, 2017, the Company represents that no entity directly or indirectly owns 10% or more of any class of the
Companys voting securities. Following the Effective Date, it is expected that certain holders of claims under the Old Notes may receive 10% or more of a class of the Companys voting securities pursuant to the Plan of Reorganization.
(b) As of February 23, 2017, the ownership of voting securities of the Guarantor is held by the Company.
CAPITAL SECURITIES
7. Capitalization.
(a)
(i) The following table sets forth information
with respect to each authorized class of securities of the Company as of February 23, 2017.
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Title of Class
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Amount
Authorized
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Amount Outstanding
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Common stock, par value $0.01 per share
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30,000,000
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5,679,765
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Preferred stock, par value $0.01 per share
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500,000
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0
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7.5% Senior Unsecured Notes due 2022
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$
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775,000,000
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$
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775,000,000
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(1)
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1.75% Senior Unsecured Convertible Notes due 2017
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$
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300,000,000
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$
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300,000,000
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(1)
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(1)
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Consists of principal amount outstanding, excluding accrued and unpaid interest.
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(ii) The information with
respect to each authorized class of securities of the Guarantor as of February 23, 2017 is set forth in the capitalization table attached to this application as Exhibit 99.1 hereto, which is incorporated herein by reference. The information
with respect to each authorized class of securities of the Guarantor is expected to continue following the Effective Date.
(b)
(i) Each holder of common stock has one vote on all matters voted on by the Companys stockholders, including the election of the Companys
directors.
As of the Effective Date, the listed classes of securities in the table above will be cancelled and will no longer be outstanding. On the
Effective Date, the Companys capital structure will consist of new publicly tradable shares of common stock (the
New Common Stock
), the New Notes and warrants to purchase shares of the New Common Stock. The amounts
authorized and outstanding of the foregoing securities will be decided in connection with the confirmation of the Plan of Reorganization.
(ii) Except as
otherwise set forth in the Guarantors governing document, holders of membership interests of the Guarantor are entitled to one vote per limited liability company interest.
INDENTURE SECURITIES
8. Analysis of
Indenture Provisions.
The New Notes will be subject to the Indenture among the Applicants and The Bank of New York Mellon Trust Company, N.A., as
trustee and the collateral agent (in such capacities, the
Trustee
and
Collateral Agent
, respectively). The following is a general description of certain provisions of the Indenture, and the
description is qualified in its entirety by reference to the form of Indenture included herein as Exhibit T3C-2. Capitalized terms used below and not defined herein have the meanings ascribed to them in the Indenture.
(a)
Events of Default; Withholding of Notice of Default.
The Indenture contains certain customary events of default, including: (1) default in the payment of any interest when it becomes due and payable, and
continuance of such default for a period of 30 days, (2) default in the payment of principal of or any premium on any New Note when due at its maturity, upon optional redemption, upon retired repurchase, upon declaration of acceleration or
otherwise, (3) default in the performance or breach of any other covenant or warranty in the indenture, which default continues uncured for a period of 30 days after (i) receipt of written notice from the trustee or (ii) the Company
and the trustee receive written notice from the holders of not less than 25% in principal amount of the New Notes as provided in the Indenture, and (4) certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of the
Company.
If a default occurs and is continuing and is actually known to the Trustee, the Trustee must send to each holder of the New Notes notice of the
default within 90 days after it occurs, unless such default shall have been cured or waived before the giving of such notice. Except in the case of certain defaults in payment with respect to any New Note, the Trustee may withhold notice if and so
long as the board of directors, the executive committee, or a trust committee of directors and/or of responsible officers, of the trustee in good faith determines that withholding notice is in the interests of the holders of the New Notes.
(b)
Authentication and Delivery of the New Notes; Application of Proceeds
.
The New Notes will be executed by one or more officers of the Company. No New Note will be entitled to any benefit under the Indenture unless it bears a
certificate of authentication signed manually by the Trustee. The Trustee may appoint an authenticating agent.
The Company will not receive any proceeds
from the issuance of the New Notes pursuant to the Plan of Reorganization.
(c)
Release of Collateral
.
The New Notes and the guarantee by the Guarantor are required to be secured by all property of the Company and the Guarantor wherever located and whether now
owned or at any time acquired after the date the New Notes are issued (the
Collateral
) pursuant to the terms of the Indenture. The Collateral Agents liens upon the Collateral will no longer secure the New Notes
outstanding under the Indenture or any other obligations under the Indenture, and the right of the holders of the New Notes to the benefits and proceeds of the Collateral Agents liens on the Collateral will terminate and be discharged if:
(i) upon defeasance or covenant defeasance or satisfaction and discharge of this Indenture in accordance with the terms thereof;
(ii) upon payment in full in cash and discharge of all of the New Notes outstanding under the Indenture and all other obligations under the Indenture that are
outstanding, due and payable under the Indenture and the other Note Documents at the time the New Notes are paid in full in cash and discharged;
(iii) as
to any Collateral of the Company or the Guarantor that is sold, transferred or otherwise disposed of by the Company or the Guarantor to a person that is not (either before or after such sale, transfer or disposition) the Company or a Restricted
Subsidiary of the Company in a transaction or other circumstance that complies with the terms of the Indenture and other Note Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or
otherwise disposed of;
(iv) in whole or in part, with the consent of the holders of the New Notes of the requisite aggregate principal amount of New
Notes in accordance with the Indenture;
(v) with respect to the assets of the Guarantor, at the time that the Guarantor is released from its guarantee in
accordance with the terms of the Indenture; or
(vi) if and to the extent required by the provisions of the intercreditor agreement.
(d)
Satisfaction and Discharge
.
The Indenture will be
discharged and will cease to be of further effect as to all outstanding New Notes hereunder if (i)(1) all the New Notes theretofore authenticated and delivered have been delivered to the Trustee for cancellation or (2) all the New Notes not
theretofore delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year or (c) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer and the Company or the Guarantor has deposited with the Trustee amounts of consideration sufficient to satisfy the
Companys obligations under the Indenture and pay all other sums due and payable under the Indenture by the Company with respect to the New Notes; and (ii) the Company has delivered to the Trustee an officers certificate and an
opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.
(e)
Evidence of Compliance with Conditions and Covenants
.
The Company is required to deliver to the Trustee within 120 days after the end of each fiscal year (beginning December 31, 2017) of the Company an
officers certificate stating whether the signers thereof have knowledge of any failure by the Company to comply with all conditions and covenants then required to be performed under the Indenture and, if so, specifying each such failure and
the nature thereof. The Company is required to deliver to the Trustee within 30 days after the occurrence of a default, written notice setting forth the details of such event of default or default, its status and the action that the Company is
taking or proposing to take in respect thereto.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Stone Energy Corporation, a corporation organized and existing under the laws
of the State of Delaware, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Lafayette, and State of Louisiana, on the 24th
day of February, 2017.
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(SEAL)
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STONE ENERGY CORPORATION
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Attest:
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/s/ Joyce H. Stucker
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By:
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/s/ Kenneth H. Beer
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Name: Joyce H. Stucker
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Name: Kenneth H. Beer
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Title: Executive Vice President and Chief Financial Officer
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3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Guarantor has duly caused this application to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Lafayette, and State of Louisiana, on the 24th day of February, 2017.
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(SEAL)
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STONE ENERGY OFFSHORE, L.L.C.
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By: STONE ENERGY CORPORATION,
its sole member
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Attest:
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/s/ Joyce H. Stucker
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By:
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/s/ Kenneth H. Beer
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Name: Joyce H. Stucker
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Name: Kenneth H. Beer
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Title: Executive Vice President and Chief Financial Officer
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4
INDEX TO EXHIBITS
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Exhibit
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Description
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Exhibit T3A-1*
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Certificate of Incorporation of Stone Energy Corporation, as amended (incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No.001-12074))
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Exhibit T3A-2*
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Certificate of Formation of Stone Energy Offshore, L.L.C.
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Exhibit T3B-1*
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Amended & Restated Bylaws of Stone Energy Corporation, dated December 19, 2013 (incorporated by reference to Exhibit 3.2 to the Companys Annual Report on Form 10-K for the year ended December 31, 2013 (File
No. 001-12074))
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Exhibit T3B-2*
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Limited Liability Company Agreement of Stone Energy Offshore, L.L.C.
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Exhibit T3C-1*
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Form of Indenture Governing the New Notes (November 2016)
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Exhibit T3C-2
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Revised Form of Indenture Governing the 7.500% Senior Secured Notes due 2022
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Exhibit T3D*
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Not applicable
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Exhibit T3E-1*
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Proposed Disclosure Statement for the Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates, dated November 17, 2016 (incorporated by reference to Exhibit 99.1 to the Companys Current
Report on Form 8-K filed on November 18, 2016)
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Exhibit T3E-2*
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Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates, dated November 17, 2016 (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed on
November 18, 2016)
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Exhibit T3E-3*
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First Amended Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates, dated December 14, 2016 (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed
on December 14, 2016)
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Exhibit T3E-4*
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Second Amended Joint Prepackaged Plan of Reorganization of Stone Energy Corporation and its Debtor Affiliates, dated December 28, 2016 (incorporated by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K
filed on December 28, 2016)
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Exhibit T3F
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Cross-reference sheet (included in Exhibit T3C)
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Exhibit 25.1*
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Form T-1 qualifying the Trustee under the Indenture to be qualified pursuant to this application (November 2016)
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Exhibit 25.2
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Form T-1 qualifying the Trustee under the Indenture to be qualified pursuant to this application
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Exhibit 99.1
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Directors, Executive Officers and Capitalization of the Guarantor
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5
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