SGY / Stone Energy Corp. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Talos Production Inc. Offer to Exchange Up to $650,000,000 12.00% Second-Priority Senior Secured Notes due 2026 and Related Guarantees an Equivalent Principal Amount of 12.00% Second-Priority Senior Secured Notes due 2026 and Related Guarantees that

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-255896 PROSPECTUS Talos Production Inc. Offer to Exchange Up to $650,000,000 12.00% Second-Priority Senior Secured Notes due 2026 and Related Guarantees for an Equivalent Principal Amount of 12.00% Second-Priority Senior Secured Notes due 2026 and Related Guarantees that have been registered under the Securities Act of 1933 Ta

Limited Liability Company Agreement of Talos Exploration LLC.

Exhibit 3.26 Execution Version LIMITED LIABILITY COMPANY AGREEMENT OF TALOS EXPLORATION LLC a Delaware Limited Liability Company This LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of TALOS EXPLORATION LLC, a Delaware limited liability company (the ?Company?), dated February 7, 2020 (the ?Effective Date?), is adopted, executed and agreed to by the Member (as defined below). WHEREAS, the Me

Limited Liability Company Agreement of Talos Energy Operating Company LLC.

Exhibit 3.20 Execution Version Second Amended and Restated Limited Liability Company Agreement of Talos Energy Operating Company LLC A Delaware Limited Liability Company This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY OPERATING COMPANY LLC (this ?Agreement?), effective as of December 31, 2018, is adopted, executed and agreed to by the Sole Member (as defined be

- S-4

Table of Contents As filed with the Securities and Exchange Commission on May 7, 2021 No.

Bylaws of Talos Argo Inc.

Exhibit 3.10 Execution Version AMENDED AND RESTATED BYLAWS OF TALOS ARGO INC. A Delaware Corporation Date of Adoption: December 31, 2020 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Quorum; Adjournment of Meetings 1 Section 3. Annual Meetings 2 Section 4. Special Meetings 2 Secti

Certificate of Formation of Talos Third Coast LLC.

EX-3.41 11 d34145dex341.htm EX-3.41 Exhibit 3.41 State of Delaware Secretary of State Division of Corporations Delivered 12:16 PM 02/07/2020 FILED 12:16 PM 02/07/2020 SR 20200903383 - File Number 7840365 CERTIFICATE OF FORMATION OF TALOS THIRD COAST LLC This Certificate of Formation of Talos Third Coast LLC (the “Company”), dated February 7, 2020, has been duly executed and is filed pursuant to Se

Certificate of Formation of Talos Oil & Gas LLC.

Exhibit 3.33 State of Delaware Secretary of State Division of Corporations Delivered 09:44 AM 11/01/2012 FILED 09:44 AM 11/01/2012 SRV 121184519 ? 5234006 FILE STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is Whistler Energy II, LLC Second: The address of its registered office in the State of Delaware is 1209 Orange St. in the

Limited Liability Company Agreement of Talos Oil & Gas LLC.

Exhibit 3.34 Execution Version SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS OIL AND GAS LLC A DELAWARE LIMITED LIABILITY COMPANY This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS OIL AND GAS LLC (this ?Agreement?), effective as of December 31, 2020, is adopted, executed and agreed to by the Sole Member (as defined below). 1. Formation. Talos Oi

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.

Exhibit 99.1 TALOS PRODUCTION INC. OFFER FOR ANY AND ALL OUTSTANDING 12.00% SECOND-PRIORITY SENIOR SECURED NOTES DUE 2026 IN EXCHANGE FOR 12.00% SECOND-PRIORITY SENIOR SECURED NOTES DUE 2026 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) PURSUANT TO THE PROSPECTUS DATED , 2021 THE EXCHANGE OFFER (AS DEFINED BELOW) WILL EXPIRE ONE MINUTE AFTER 11:59 P

Bylaws of Talos Production Inc.

Exhibit 3.4 Final Version BYLAWS OF TALOS PRODUCTION INC. (the ?Corporation?) Adopted as of November 27, 2019 ARTICLE I - STOCKHOLDERS Section 1. Annual Meeting. Unless directors are elected by written consent in lieu of an annual meeting as permitted by Section 211(b) of the Delaware General Corporation Law (the ?DGCL?), an annual meeting of the stockholders, for the election of directors to succ

Limited Liability Company Agreement of Talos Third Coast LLC.

Exhibit 3.42 Execution Version LIMITED LIABILITY COMPANY AGREEMENT OF TALOS THIRD COAST LLC a Delaware Limited Liability Company This LIMITED LIABILITY COMPANY AGREEMENT (this ?Agreement?) of TALOS THIRD COAST LLC, a Delaware limited liability company (the ?Company?), dated February 7, 2020 (the ?Effective Date?), is adopted, executed and agreed to by the Member (as defined below). WHEREAS, the Me

Certificate of Incorporation of Talos Production Inc.

Exhibit 3.3 State of Delaware Secretary of State Division of Corporations Delivered 12:12 PM 11/30/2012 FILED 11:50 AM 11/30/2012 SRV 121279119 - 5250184 FILE CERTIFICATE OF FORMATION OF TALOS PRODUCTION LLC 1.) The name of the limited liability company (the "LLC") is Talos Production LLC. 2.) The address of the registered office of the LLC in the State of Delaware is 1209 Orange Street, in the Ci

Certificate of Formation of Talos Exploration LLC.

Exhibit 3.25 State of Delaware Secretary of State Division of Corporations Delivered 12:14 PM 02/07/2020 FILED 12:14 PM 02/07/2020 SR 20200903380 - File Number 7787770 CERTIFICATE OF FORMATION OF TALOS EXPLORATION LLC This Certificate of Formation of Talos Exploration LLC (the ?Company?), dated February 7, 2020, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited

Form T-1 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of Wilmington Trust, National Association, as Trustee.

EX-25.1 16 d34145dex251.htm EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington,

Certificate of Formation of Talos Gulf Coast LLC.

Exhibit 3.27 State of Delaware Secretary of State Division of Corporations Delivered 01:44 PM 10/20/2010 FILED 01:39 PM 10/20/2010 SRV 101012200 - 4887160 FILE CERTIFICATE OF FORMATION OF GULF COAST ENERGY RESOURCES, LLC 1. The name of the limited liability company is Gulf Coast Energy Resources, LLC (the ?Company?). 2. The registered office of the Company in the State of Delaware is located at th

Form of Broker’s Letter to Clients.

Exhibit 99.2 TALOS PRODUCTION INC. OFFER FOR ANY AND ALL OUTSTANDING 12.00% SECOND-PRIORITY SENIOR SECURED NOTES DUE 2026 IN EXCHANGE FOR 12.00% SECOND-PRIORITY SENIOR SECURED NOTES DUE 2026 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) PURSUANT TO THE PROSPECTUS DATED , 2021 THE EXCHANGE OFFER (AS DEFINED BELOW) WILL EXPIRE ONE MINUTE AFTER 11:59 P

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 08, 2021, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2(a)(3) Th

TALOS PRODUCTION LLC TALOS PRODUCTION FINANCE INC. Exchange Offer for $390,867,820 11.00% Second-Priority Senior Secured Notes due 2022 and Related Guarantees

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-227362 PROSPECTUS TALOS PRODUCTION LLC TALOS PRODUCTION FINANCE INC. Exchange Offer for $390,867,820 11.00% Second-Priority Senior Secured Notes due 2022 and Related Guarantees The Notes and the Guarantees • Talos Production LLC and Talos Production Finance Inc. are offering (the “Exchange Offer”) to issue $390,867,820 a

TALO / TALOS ENERGY INC. CORRESP

CORRESP TALOS ENERGY INC. TALOS PRODUCTION LLC 500 Dallas Street, Suite 2000 Houston, Texas 77002 September 25, 2018 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Talos Energy Inc. Talos Production LLC Talos Production Finance Inc. Talos Energy Operating Company LLC Talos Energy Operating GP LLC Talos Energy Offshore LLC Talos ERT LLC CKB Petroleum, LLC Tal

Limited Liability Company Agreement of Talos Gulf Coast Offshore LLC (incorporated by reference to Exhibit 3.20 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.20 Exhibit 3.20 Execution Version SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS GULF COAST OFFSHORE LLC A Delaware Limited Liability Company This Second Amended and Restated Limited Liability Company Agreement of Talos Gulf Coast Offshore LLC (this “Agreement”) is effective as of October 1, 2017 and is adopted, executed and agreed to by the Member (as defined below)

Form of 11.00% Second-Priority Senior Secured Note due 2022.

EX-4.4 Exhibit 4.4 [FORM OF FACE OF EXCHANGE NOTE] [Global Notes Legend] “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS R

Certificate of Incorporation of Talos Argo Inc. (incorporated by reference to Exhibit 3.41 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.41 Exhibit 3.41 CERTIFICATE OF INCORPORATION OF TALOS ENERGY INC. FIRST: The name of the corporation is Talos Energy Inc. (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is The C

Certificate of Formation of Talos Management Intermediary LLC.

EX-3.27 26 d608312dex327.htm EX-3.27 Exhibit 3.27 CERTIFICATE OF FORMATION OF GCER MANAGEMENT INTERMEDIARY, LLC 1. The name of the limited liability company is GCER Management Intermediary, LLC (the “Company”). 2. The registered office of the Company in the State of Delaware is located at the Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of i

Consent of Ryder Scott Company, L.P.

EX-23.9 Exhibit 23.9 TBPE REGISTERED ENGINEERING FIRM F-1580 FAX (713) 651-0849 1100 LOUISIANA SUITE 4600 HOUSTON, TEXAS 77002-5294 TELEPHONE (713) 651-9191 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the inclusion in or incorporation by reference into this Registration Statement on Form S-4 of Talos Energy Inc., of our report, dated March 28, 2016, containing in

Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement (Executives) (incorporated by reference to Exhibit 10.33 to Talos Energy Inc.’s Registration Statement on Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018)

EX-10.33 Exhibit 10.33 Form for Executives TALOS ENERGY INC. LONG TERM INCENTIVE PLAN PERFORMANCE SHARE UNIT GRANT NOTICE Pursuant to the terms and conditions of the Talos Energy Inc. Long Term Incentive Plan, as amended from time to time (the “Plan”), Talos Energy Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the number of performance share units (

Statement of Computation of Ratios of Earnings of Fixed Charges.

EX-12.1 Exhibit 12.1 TALOS ENERGY INC. (FORMERLY KNOWN AS TALOS ENERGY LLC) COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In thousands) Talos Energy Predecessor Six Months Ended June 30, Year Ended December 31, January 1, 2013 through February 5, 2013 2018 2017 2017 2016 2015 2014 2013 Fixed charges: Interest expense $ 41,420 $ 39,577 $ 80,934 $ 70,415 $ 51,544 $ 45,159 $ 32,891 $ 1,489 Capit

Certificate of Formation of Talos ERT LLC (incorporated by reference to Exhibit 3.13 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.13 Exhibit 3.13 CERTIFICATE OF FORMATION OF ENERGY RESOURCE TECHNOLOGY GOM, LLC I, the undersigned natural person of the age of eighteen years or more, acting as an authorized person of a limited liability company under the Delaware Limited Liability Company Act, as amended, do hereby submit the following Cet1ificate of Formation for such limited liability company: ARTICLE I The name of the l

Limited Liability Company Agreement of Talos Gulf Coast Onshore LLC (incorporated by reference to Exhibit 3.22 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.22 Exhibit 3.22 Execution Version SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS GULF COAST ONSHORE LLC A Delaware Limited Liability Company This Amended and Restated Limited Liability Company Agreement of Talos Gulf Coast Onshore LLC (this “Agreement”) is effective as of October 1, 2017 and is adopted, executed and agreed to by the Member (as defined below). This Ag

Limited Liability Company Agreement of Talos Energy International LLC (incorporated by reference to Exhibit 3.24 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.24 23 d608312dex324.htm EX-3.24 Exhibit 3.24 Execution Version LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY INTERNATIONAL LLC A DELAWARE LIMITED LIABILITY COMPANY This LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY INTERNATIONAL LLC (this “Agreement”), effective as of July 13, 2015, is adopted, executed and agreed to by the Sole Member (as defined below). 1. Formation. Talos Energ

Certificate of Formation of Talos Petroleum LLC (incorporated by reference to Exhibit 3.25 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.25 Exhibit 3.25 CERTIFICATE OF FORMATION OF TALOS PETROLEUM LLC This Certificate of Formation of Talos Petroleum LLC (the “Company”), dated May 10, 2018, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. 18-101, et seq.) FIRST. The name of the limited liability company f

Bylaws of Talos Production Finance Inc. (incorporated by reference to Exhibit 3.6 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.6 Exhibit 3.6 BYLAWS OF TALOS PRODUCTION FINANCE INC. ARTICLE I OFFICES Section 1. REGISTERED OFFICES. The registered office shall be in Wilmington, Delaware, or such other location as the Board of Directors may determine or the business of the corporation may require. Section 2. OTHER OFFICES. The corporation may also have offices at such other places both within and without the State of Del

Limited Liability Company Agreement of Talos Energy Operating Company LLC.

EX-3.8 Exhibit 3.8 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY OPERATING COMPANY LLC A DELAWARE LIMITED LIABILITY COMPANY This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY OPERATING COMPANY LLC (this “Agreement”), effective as of January 18, 2013, is adopted, executed and agreed to by the Members (as defined below). 1. Formation. Talos Energ

TALO / TALOS ENERGY INC. S-4

S-4 Table of Contents As filed with the Securities and Exchange Commission on September 14, 2018 Registration No.

Form of Letter to Registered Holders.

EX-99.4 Exhibit 99.4 TALOS PRODUCTION LLC TALOS PRODUCTION FINANCE INC. Offer to Exchange $390,867,820 Aggregate Principal Amount of their 11.00% Second-Priority Senior Secured Notes due 2022 (CUSIP Numbers 87484JAD2, 87484JAE0 and U83041AC4) and Related Guarantees For a Like Aggregate Principal Amount of their 11.00% Second-Priority Senior Secured Notes due 2022 (CUSIP Number 87484JAF7) and Relat

Certificate of Formation of Talos Energy Operating Company LLC (incorporated by reference to Exhibit 3.7 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.7 Exhibit 3.7 CERTIFICATE OF FORMATION OF TALOS ENERGY OPERATING COMPANY LLC This Certificate of Formation of Talos Energy Operating Company LLC (the “Company”), dated February 1, 2012, has been duly executed, and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company under the Act. 1. Name. The name of the Company is

Certificate of Incorporation of Talos Production Finance Inc. (incorporated by reference to Exhibit 3.5 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.5 4 d608312dex35.htm EX-3.5 Exhibit 3.5 CERTIFICATE OF INCORPORATION OF TALOS PRODUCTION FINANCE INC. Dated as of January 15, 2013 FIRST: The name of this corporation shall be Talos Production Finance Inc. SECOND: Its registered office in the State of Delaware is to be located at 1209 Orange Street, Wilmington, County of New Castle, Delaware, 19801, and the name of its registered agent at suc

Certificate of Formation of Talos Gulf Coast Offshore LLC (incorporated by reference to Exhibit 3.19 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.19 Exhibit 3.19 CERTIFICATE OF FORMATION OF GCER OFFSHORE, LLC This Certificate of Formation of GCER Offshore, LLC (the “Company”), dated January 26, 2011, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.). FIRST. The name of the limited liability compa

Limited Liability Company Agreement of Talos Energy Operating GP LLC.

EX-3.10 9 d608312dex310.htm EX-3.10 Exhibit 3.10 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY OPERATING GP LLC A DELAWARE LIMITED LIABILITY COMPANY This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY OPERATING GP LLC (this “Agreement”), effective as of January 18, 2013, is adopted, executed and agreed to by the Sole Member (as defined below). 1

Statement of Eligibility on Form T-1 of Wilmington Trust, National Association.

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

List of Subsidiaries of Talos Energy Inc.

EX-21.1 Exhibit 21.1 Subsidiaries of Talos Energy Inc. Name of Subsidiary Jurisdiction of Organization Talos Production LLC Delaware Talos Production Finance Inc. Delaware Talos Energy Operating Company LLC Delaware Talos Energy Operating GP LLC Delaware Talos Energy Offshore LLC Delaware Talos ERT LLC Delaware CKB Petroleum, LLC Delaware Talos Gulf Coast LLC Delaware Talos Gulf Coast Offshore LLC

Certificate of Formation of Talos Gulf Coast Onshore LLC (incorporated by reference to Exhibit 3.21 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.21 Exhibit 3.21 CERTIFICATE OF FORMATION OF GCER ONSHORE, LLC 1. The name of the limited liability company is GCER Onshore, LLC (the “Company”). 2. The registered office of the Company in the State of Delaware is located at the Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust

Certificate of Formation of Talos Energy International LLC (incorporated by reference to Exhibit 3.23 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.23 Exhibit 3.23 CERTIFICATE OF FORMATION OF TALOS ENERGY INTERNATIONAL LLC This Certificate of Formation of Talos Energy International LLC (the “LLC”), dated July 13, 2015, is being duly executed and filed by Alan J. Alexander, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. 18-101, et seq.) FIRST. The name of the limited

Limited Liability Company Agreement of Talos Management Intermediary LLC.

EX-3.28 Exhibit 3.28 Execution Version SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS MANAGEMENT INTERMEDIARY LLC A Delaware Limited Liability Company This Second Amended and Restated Limited Liability Company Agreement of Talos Management Intermediary LLC (this “Agreement”) is effective as of October 1, 2017 and is adopted, executed and agreed to by the Member (as define

Certificate of Formation of Talos Energy LLC (incorporated by reference to Exhibit 3.31 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.31 Exhibit 3.31 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is Talos Energy LLC Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, Zip code 19801. The name of its Registered agent at such address is The Corporation Trust Compan

Limited Liability Company Agreement of Stone Energy Holding, L.L.C. (incorporated by reference to Exhibit 3.34 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.34 Exhibit 3.34 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STONE ENERGY HOLDING, L.L.C. A Delaware Limited Liability Company This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STONE ENERGY HOLDING, L.L.C. (this “Agreement”), dated as of February 28, 2017, is entered into by the Sole Member (as defined below). WHEREAS, the name of the Company is Stone Energy Hold

Limited Liability Company Agreement of Talos Resources LLC (incorporated by reference to Exhibit 3.36 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.36 Exhibit 3.36 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STONE ENERGY OFFSHORE, L.L.C. A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF STONE ENERGY OFFSHORE, L.L.C. (this “Agreement”), dated as of February 28, 2017, is entered into by the Sole Member (as defined below). WHEREAS, the name of the Company is Stone Energy Of

Limited Liability Company Agreement of Talos Energy Holdings LLC (incorporated by reference to Exhibit 3.40 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.40 Exhibit 3.40 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY HOLDINGS LLC (A DELAWARE LIMITED LIABILITY COMPANY) This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Talos Energy Holdings LLC, a Delaware limited liability company (the “Company”), effective as of November 28, 2016, is adopted, executed and agreed to by Talo

Limited Liability Company Agreement of Talos Production LLC.

EX-3.4 Exhibit 3.4 Execution Version AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS PRODUCTION LLC This Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Talos Production LLC, a Delaware limited liability company (the “Company”), effective as of May 10, 2018, is adopted and entered into by Talos Energy Inc., a Delaware corporation (the “Managing Membe

Certificate of Formation of Talos Energy Holdings LLC (incorporated by reference to Exhibit 3.39 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.39 Exhibit 3.39 CERTIFICATE OF FORMATION OF TALOS ENERGY HOLDINGS LLC l.) The name of the limited liability company (the “LLC”) is Talos Energy Holdings LLC. 2.) The address of the registered office of the LLC in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the LLC at such address is The Corpo

Certificate of Formation of Talos Energy Phoenix LLC (incorporated by reference to Exhibit 3.37 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.37 Exhibit 3.37 CERTIFICATE OF FORMATION OF Talos Energy Phoenix LLC 1.) The name of the limited liability company (the “LLC”) is Talos Energy PhoenixLLC. 2.) The address of the registered office of the LLC in the State of Delaware is 1209 Orange Street; in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the LLC at such address is The Corporat

Limited Liability Company Agreement of Talos Petroleum LLC (incorporated by reference to Exhibit 3.26 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.26 25 d608312dex326.htm EX-3.26 Exhibit 3.26 Execution Version AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS PETROLEUM LLC A DELAWARE LIMITED LIABILITY COMPANY This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS PETROLEUM LLC (this “Agreement”), effective as of May 10, 2018, is adopted, executed and agreed to by the Sole Member (as defined below). 1. For

Certificate of Formation of CKB Petroleum, LLC (incorporated by reference to Exhibit 3.15 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.15 Exhibit 3.15 CERTIFICATE OF FORMATION OF CKB PETROLEUM, LLC I, the undersigned natural person of the age of eighteen years or more, acting as an authorized person of a limited liability company under the Delaware Limited Liability Company Act, as amended, do hereby submit the following Certificate of Formation for such limited liability company: ARTICLE I The name of the limited liability

Limited Liability Company Agreement of Talos ERT LLC (incorporated by reference to Exhibit 3.14 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.14 Exhibit 3.14 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ERT LLC A Delaware Limited Liability Company This Second Amended and Restated Limited Liability Company Agreement of Talos ERT LLC (this “Agreement”) is effective as of March 27, 2018, and is adopted, executed and agreed to by the Member (as defined below). This Agreement amends and restates, and replaces

Certificate of Formation of Talos Gulf Coast LLC.

EX-3.17 Exhibit 3.17 CERTIFICATE OF FORMATION OF GULF COAST ENERGY RESOURCES, LLC 1. The name of the limited liability company is Gulf Coast Energy Resources. LLC (the “Company”). 2. The registered office of the Company in the State of Delaware is located at the Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such add

Certificate of Formation of Talos Management Holdings LLC.

EX-3.29 Exhibit 3.29 CERTIFICATE OF FORMATION OF GCER MANAGEMENT HOLDINGS, LLC l. The name of the limited liability company is GCER Management Holdings, LLC (the “Company”). 2. The registered office of the Company in the State of Delaware is located at the Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address i

Certificate of Formation of Talos Resources LLC (incorporated by reference to Exhibit 3.35 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.35 Exhibit 3.35 CERTIFICATE OF FORMATION OF STONE ENERGY OFFSHORE, L.L.C. This Certificate of Formation of Stone Energy Offshore, L.L.C. (the “LLC”), dated as of April 28, 2008, is being duly executed and filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company under the Act. 1. Name. The name of the limited liability compa

Supplemental Indenture No. 1, dated as of September 12, 2018, by and among Talos Production LLC, Talos Production Finance, Inc., Talos Energy Inc. and Wilmington Trust, National Association, as trustee and collateral agent. (incorporated by reference to Exhibit 4.2 to Talos Energy Inc.’s Registration Statement on Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018)

EX-4.2 42 d608312dex42.htm EX-4.2 Exhibit 4.2 SUPPLEMENTAL INDENTURE NO. 1 SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”) dated as of September 12, 2018, among TALOS ENERGY INC. (the “Parent Guarantor”), the parent company of TALOS PRODUCTION LLC, a Delaware limited liability company (“Holdings”), and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral a

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (Executives) (incorporated by reference to Exhibit 10.32 to Talos Energy Inc.’s Registration Statement on Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018)

EX-10.32 Exhibit 10.32 Form for Executives TALOS ENERGY INC. LONG TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Talos Energy Inc. Long Term Incentive Plan, as amended from time to time (the “Plan”), Talos Energy Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (th

Limited Liability Company Agreement of Talos Energy Offshore LLC (incorporated by reference to Exhibit 3.12 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.12 Exhibit 3.12 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY OFFSHORE LLC A DELAWARE LIMITED LIABILITY COMPANY This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY OFFSHORE LLC (this “Agreement”), effective as of January 18th, 2013, is adopted, executed and agreed to by the Sole Member (as defined below). 1. Formation. Talos Energy Offshore

Limited Liability Company Agreement of CKB Petroleum, LLC (incorporated by reference to Exhibit 3.16 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.16 Exhibit 3.16 LIMITED LIABILITY COMPANY AGREEMENT OF CKB PETROLEUM, LLC A DELAWARE LIMITED LIABILITY COMPANY This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CKB PETROLEUM, LLC (this “Agreement”), effective as of February 6, 2013, is adopted, executed and agreed to by the Sole Member (as defined below). 1. Formation. CKB Petroleum, LLC (the “Company”) has been formed as a De

Bylaws of Talos Argo Inc.

EX-3.42 Exhibit 3.42 BYLAWS OF TALOS ENERGY INC. A Delaware Corporation Date of Adoption: October 29, 2014 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Quorum; Adjournment of Meetings 1 Section 3. Annual Meetings 2 Section 4. Special Meetings 2 Section 5. Record Date 2 Section 6.

Certificate of Formation of Talos Production LLC.

EX-3.3 Exhibit 3.3 CERTIFICATE OF FORMATION OF TALOS PRODUCTION LLC 1.) The name of the limited liability company (the “LLC”) is Talos Production LLC. 2.) The address of the registered office of the LLC in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the LLC at such address is The Corporation Trust

Form of Letter to Clients.

EX-99.3 59 d608312dex993.htm EX-99.3 Exhibit 99.3 TALOS PRODUCTION LLC TALOS PRODUCTION FINANCE INC. Offer to Exchange $390,867,820 Aggregate Principal Amount of its 11.00% Second-Priority Senior Secured Notes due 2022 (CUSIP Numbers 87484JAD2, 87484JAE0 and U83041AC4) and Related Guarantees For a Like Aggregate Principal Amount of its 11.00% Second-Priority Senior Secured Notes due 2022 (CUSIP Nu

Certificate of Formation of Talos Energy Operating GP LLC.

EX-3.9 Exhibit 3.9 CERTIFICATE OF FORMATION OF TALOS ENERGY OPERATING GP LLC This Certificate of Formation of Talos Energy Operating GP LLC (the “Company”), dated February!, 2012, has been duly executed, and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company under the Act. 1. Name. The name of the Company is Talos Energ

Limited Liability Company Agreement of Talos Energy Phoenix LLC (incorporated by reference to Exhibit 3.38 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.38 Exhibit 3.38 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY PHOENIX LLC (A DELAWARE LIMITED LIABILITY COMPANY) This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Talos Energy Phoenix LLC, a Delaware limited liability company (the “Company”), effective as of November 28, 2016, is adopted, executed and agreed to by Talos

Consent of Netherland, Sewell & Associates, Inc.

EX-23.7 Exhibit 23.7 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the inclusion in or incorporation by reference into this Registration Statement on Form S-4 of Talos Energy Inc., of our reserves audit letter, dated March 28, 2016, containing information relating to Talos Energy LLC’s estimated proved reserves as of December 31, 2015. We also hereby consent to all

Certificate of Formation of Talos Energy Offshore LLC (incorporated by reference to Exhibit 3.11 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.11 Exhibit 3.11 CERTIFICATE OF FORMATION OF TALOS ENERGY OFFSHORE LLC This Certificate of Formation of Talos Energy Offshore LLC (the “Company”), dated April 11, 2012, has been duly executed and is filed pursuant to Section 18-20 I of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company under the Act. 1. Name. The name of the Company is Talos Energy Offsh

Limited Liability Company Agreement of Talos Gulf Coast LLC (incorporated by reference to Exhibit 3.18 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.18 17 d608312dex318.htm EX-3.18 Exhibit 3.18 Execution Version FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS GULF COAST LLC A Delaware Limited Liability Company This Fourth Amended and Restated Limited Liability Company Agreement of Talos Gulf Coast LLC (this “Agreement”) is effective as of October 1, 2017, and is adopted, executed and agreed to by the Member (as de

Limited Liability Company Agreement of Talos Management Holdings LLC.

EX-3.30 Exhibit 3.30 Execution Version SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS MANAGEMENT HOLDINGS LLC A Delaware Limited Liability Company This Amended and Restated Limited Liability Company Agreement of Talos Management Holdings LLC (this “Agreement”) is effective as of October 1, 2017 and is adopted, executed and agreed to by Talos Management Intermediary LLC (t

Certificate of Formation of Stone Energy Holding, L.L.C. (incorporated by reference to Exhibit 3.33 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.33 Exhibit 3.33 CERTIFICATE OF FORMATION OF STONE ENERGY HOLDING, L.L.C. This Certificate of Formation of Stone Energy Holding, L.L.C. (the “LLC”), dated March 8, 2013, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company under the Act. 1. Name. The name of the limited liability company is

Consent of Netherland, Sewell & Associates, Inc.

EX-23.8 Exhibit 23.8 CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS We hereby consent to the inclusion in or incorporation by reference into this Registration Statement on Form S-4 of Talos Energy Inc., of our reserves report, dated January 12, 2018, containing information relating to Stone Energy Corporation’s proved reserves, as of December 31, 2017. We also hereby consent to all refe

Limited Liability Company Agreement of Talos Energy LLC (incorporated by reference to Exhibit 3.32 to Talos Energy Inc.’s Form S-4 (File No. 333-227362) filed with the SEC on September 14, 2018).

EX-3.32 Exhibit 3.32 Execution Version THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY LLC A DELAWARE LIMITED LIABILITY COMPANY This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS ENERGY LLC (this “Agreement”), effective as of May 10, 2018, is adopted, executed and agreed to by the Sole Member (as defined below). 1. Formation. Talos Energy LL

Form of Letter of Transmittal.

EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL To Tender for Exchange $390,867,820 Aggregate Principal Amount 11.00% Second-Priority Senior Secured Notes due 2022 (CUSIP Numbers 87484JAD2, 87484JAE0 and U83041AC4) Talos Production LLC Talos Production Finance Inc. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2018, UNLESS EXTENDED (THE “EXPIRATION DATE”). TENDERS OF INITIAL NOT

Form of Notice of Guaranteed Delivery.

EX-99.2 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY TALOS PRODUCTION LLC TALOS PRODUCTION FINANCE INC. Offer to Exchange $390,867,820 Aggregate Principal Amount of its 11.00% Second-Priority Senior Secured Notes due 2022 (CUSIP Numbers 87484JAD2, 87484JAE0 and U83041AC4) and Related Guarantees For a Like Aggregate Principal Amount of its 11.00% Second-Priority Senior Secured Notes due 2022 (CUSIP N

TALO / TALOS ENERGY INC. CORRESP

CORRESP Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 September 14, 2018 VIA EDGAR Securities and Exchange Commission 100 F Street, N.

TALO / TALOS ENERGY INC. CORRESP

CORRESP TALOS PRODUCTION LLC TALOS PRODUCTION FINANCE INC. 500 Dallas Street, Suite 2000 Houston, Texas 77002 September 14, 2018 BY EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Talos Production LLC Talos Production Finance Inc. Registration Statement on Form S-4 Ladies and Gentlemen: Talos Production LLC (the “Company”), Talos Production Finance Inc. (the “Co-

SGY / Stone Energy Corp. FORM 15

FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-12074 STONE ENERGY CORPORATION (Exact name of registrant as spec

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 5, 2018, pursuant to the provisions of Rule 12d2-2 (a).

Third Amended and Restated By-Laws of Stone Energy Corporation, as the surviving entity

EX-3.2 Exhibit 3.2 THIRD AMENDED AND RESTATED BY-LAWS OF STONE ENERGY CORPORATION A Delaware corporation As Amended and Restated on May 10, 2018 ARTICLE I. OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the co

Amended & Restated Bylaws of Talos Energy Inc.

EX-3.6 Exhibit 3.6 AMENDED & RESTATED BYLAWS (the “Bylaws”) OF TALOS ENERGY INC. (the “Corporation”) A Delaware Corporation As Amended and Restated May 10, 2018 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1.1. Registered Office 1 Section 1.2. Other Offices 1 Section 1.3. Books and Records 1 ARTICLE II STOCKHOLDERS 1 Section 2.1. Place of Meetings 1 Section 2.2. Quorum; Withdrawal During Meeting;

Amendment No. 1 to Warrant Agreement, dated as of May 10, 2018, among Stone Energy Corporation, Sailfish Energy Holdings Corporation, Computershare Inc. and Computershare Trust Company, N.A., collectively, as warrant agent

EX-10.1 Exhibit 10.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment No. 1 to Warrant Agreement (this “Amendment”), dated as of May 10, 2018, is among Stone Energy Corporation, a Delaware corporation (“Stone Energy”), Sailfish Energy Holdings Corporation, a Delaware corporation and a direct, wholly owned subsidiary of Stone Energy (“New Talos”), Computershare Inc., a Delaware corporation (“Com

Amendment to Stone Energy Corporation Director Restricted Stock Unit Agreement, dated as of May 8, 2018, between Stone Energy Corporation and James M. Trimble

EX-10.2 Exhibit 10.2 AMENDMENT TO STONE ENERGY CORPORATION DIRECTOR RESTRICTED STOCK UNIT AGREEMENT This AMENDMENT (“Amendment”) to the STONE ENERGY CORPORATION DIRECTOR RESTRICTED STOCK UNIT AGREEMENT, dated as of March 1, 2017, by and between STONE ENERGY CORPORATION (the “Company”), and James M. Trimble (“Participant”) (the “Director RSU Agreement”) is made as of May 8, 2018. WHEREAS, the Compa

Certificate of Formation of Talos Petroleum LLC

EX-3.3 Exhibit 3.3 CERTIFICATE OF FORMATION OF TALOS PETROLEUM LLC This Certificate of Formation of Talos Petroleum LLC (the “Company”), dated May 10, 2018, is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. 18-101, et seq.) FIRST. The name of the limited liability company for

Amended and Restated Limited Liability Company Agreement of Talos Petroleum LLC

EX-3.4 Exhibit 3.4 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS PETROLEUM LLC A DELAWARE LIMITED LIABILITY COMPANY This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TALOS PETROLEUM LLC (this “Agreement”), effective as of May 10, 2018, is adopted, executed and agreed to by the Sole Member (as defined below). 1. Formation. Talos Petroleum LLC (the “Company”) has b

Amended and Restated Certificate of Incorporation of Stone Energy Corporation, as the surviving entity

EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STONE ENERGY CORPORATION Stone Energy Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Stone Energy Corporation. The Corporation was incorporated by filing its original Certificate of Incorporation with

SGY / Stone Energy Corp. FORM 8-K12B

Form 8-K12B 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 Date of report (Date of earliest event reported): May 8, 2018 TALOS PETROLEUM LLC (Exact Name of Registrant as Specified in its Charter) Delaware 1-12074 72-1235413 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Amended and Restated Certificate of Incorporation of Talos Energy Inc.

EX-3.5 Exhibit 3.5 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAILFISH ENERGY HOLDINGS CORPORATION Sailfish Energy Holdings Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation immediately prior to the effectiveness of this Amended and Restated Certificate of Incorporatio

SGY / Stone Energy Corp. / MACKAY SHIELDS LLC - MACKAY SHIELDS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Stone Energy Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 861642403 (CUSIP Number) May 10, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 21, 2018, pursuant to the provisions of Rule 12d2-2 (a).

SGY / Stone Energy Corp. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 3, 2018 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commission File Numb

Talos Energy LLC Announces Stockholder Approval of Transaction Agreement with Stone Energy Corporation

EX-99.1 2 f8k050318ex991.htm EXHIBIT 99.1 Exhibit 99.1 Talos Energy LLC Announces Stockholder Approval of Transaction Agreement with Stone Energy Corporation Houston, TX and Lafayette, LA May 3, 2018 Talos Energy LLC (“Talos”) and Stone Energy Corporation (NYSE: SGY; “Stone”) today announced that a majority of the stockholders of Stone have approved and adopted the previously announced transaction

STONE ENERGY CORPORATION

Exhibit 99.1 STONE ENERGY CORPORATION Announces Close of Ram Powell Field Acquisition LAFAYETTE, LA. May 1, 2018 Stone Energy Corporation (NYSE: SGY) (“Stone” or the “Company”) today announced that the Company closed the transaction contemplated under the previously announced Asset Purchase Agreement dated April 27, 2018 to purchase a 100% working interest in the Ram Powell Unit, and related asset

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 1, 2018 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commission File Numb

STONE ENERGY CORPORATION

EX-99.1 Exhibit 99.1 STONE ENERGY CORPORATION Announces Agreement to Purchase Ram Powell Field LAFAYETTE, LA. April 27, 2018 Stone Energy Corporation (NYSE: SGY) (“Stone” or the “Company”) today announced the execution of an agreement to purchase a 100% working interest in the Ram Powell Unit, and related assets, from Shell Offshore Inc. (“Shell”), Exxon Mobil Corporation (“ExxonMobil”), and Anada

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 27, 2018 STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commission Fi

Asset Purchase Agreement among Shell Offshore Inc., Exxon Mobil Corporation, Anadarko US Offshore LLC, as Sellers, and Stone Energy Offshore, L.L.C., as Purchaser, relating to the Ram Powell Unit, being Viosca Knoll Block 911, Viosca Knoll Block 912, Viosca Knoll Block 913, Viosca Knoll Block 955, Viosca Knoll Block 956, and Viosca Knoll Block 957, and related assets (Gulf of Mexico)

EX-2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT among SHELL OFFSHORE INC. EXXON MOBIL CORPORATION ANADARKO US OFFSHORE LLC as Sellers and STONE ENERGY OFFSHORE, L.L.C. as Purchaser relating to the Ram Powell Unit, being Viosca Knoll Block 911, Viosca Knoll Block 912, Viosca Knoll Block 913, Viosca Knoll Block 955, Viosca Knoll Block 956, and Viosca Knoll Block 957, and related assets Gulf of Mexico TA

Asset Purchase Agreement among Shell Offshore Inc., Exxon Mobil Corporation, Anadarko US Offshore LLC, as Sellers, and Stone Energy Offshore, L.L.C., as Purchaser, relating to the Ram Powell Unit, being Viosca Knoll Block 911, Viosca Knoll Block 912, Viosca Knoll Block 913, Viosca Knoll Block 955, Viosca Knoll Block 956, and Viosca Knoll Block 957, and related assets (Gulf of Mexico)

EX-2.1 2 d579017dex21.htm EX-2.1 Exhibit 2.1 ASSET PURCHASE AGREEMENT among SHELL OFFSHORE INC. EXXON MOBIL CORPORATION ANADARKO US OFFSHORE LLC as Sellers and STONE ENERGY OFFSHORE, L.L.C. as Purchaser relating to the Ram Powell Unit, being Viosca Knoll Block 911, Viosca Knoll Block 912, Viosca Knoll Block 913, Viosca Knoll Block 955, Viosca Knoll Block 956, and Viosca Knoll Block 957, and relate

SGY / Stone Energy Corp. 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) April 27, 2018 STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commission Fi

STONE ENERGY CORPORATION

EX-99.1 3 d579017dex991.htm EX-99.1 Exhibit 99.1 STONE ENERGY CORPORATION Announces Agreement to Purchase Ram Powell Field LAFAYETTE, LA. April 27, 2018 Stone Energy Corporation (NYSE: SGY) (“Stone” or the “Company”) today announced the execution of an agreement to purchase a 100% working interest in the Ram Powell Unit, and related assets, from Shell Offshore Inc. (“Shell”), Exxon Mobil Corporati

STONE ENERGY CORPORATION

Exhibit 99.1 STONE ENERGY CORPORATION Announces Derbio Drilling Results LAFAYETTE, LA. April 24, 2018 Stone Energy Corporation (NYSE: SGY) (“Stone” or the “Company”) today announced that the Derbio exploration well (Mississippi Canyon Block 72 #3 well) reached total depth and encountered reservoir-quality sands in the targeted objective that did not contain commercial saturations of hydrocarbons.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 24, 2018 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commission File N

SGY / Stone Energy Corp. RW

RW April 24, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Stone Energy Corporation Request to Withdraw Registration Statement on Form S-3 File No. 333-217961 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Stone Energy Corporation (the “Company”) h

SGY / Stone Energy Corp. 425 (Prospectus)

425 Filed by Stone Energy Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934, as amended Subject Companies: Stone Energy Corporation Talos Energy LLC Commission File No.

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

Form 8-K 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 Date of report (Date of earliest event reported): April 3, 2018 STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-12074 72-1235413 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Supplemental Indenture No. 2, dated as of April 3, 2018, by and among Stone Energy Corporation, Stone Energy Offshore, L.L.C. and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent

EX-10.2 3 d559276dex102.htm EX-10.2 Exhibit 10.2 Execution Version SUPPLEMENTAL INDENTURE NO. 2 SUPPLEMENTAL INDENTURE NO. 2, dated as of April 3, 2018 (this “Supplemental Indenture”), by and between Stone Energy Corporation, a Delaware corporation (the “Issuer”), Stone Energy Offshore, L.L.C., as subsidiary guarantor (the “Subsidiary Guarantor”), and The Bank of New York Mellon Trust Company, N.A

Supplemental Indenture No. 1, dated as of April 3, 2018, by and among Stone Energy Corporation, Stone Energy Offshore, L.L.C. and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent

EX-10.1 Exhibit 10.1 Execution Version SUPPLEMENTAL INDENTURE NO. 1 SUPPLEMENTAL INDENTURE NO. 1, dated as of April 3, 2018 (this “Supplemental Indenture”), by and between Stone Energy Corporation, a Delaware corporation (the “Issuer”), Stone Energy Offshore, L.L.C., as subsidiary guarantor (the “Subsidiary Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capac

Supplemental Indenture No. 1, dated as of April 3, 2018, by and among Stone Energy Corporation, Stone Energy Offshore, L.L.C. and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent

EX-10.1 Exhibit 10.1 Execution Version SUPPLEMENTAL INDENTURE NO. 1 SUPPLEMENTAL INDENTURE NO. 1, dated as of April 3, 2018 (this “Supplemental Indenture”), by and between Stone Energy Corporation, a Delaware corporation (the “Issuer”), Stone Energy Offshore, L.L.C., as subsidiary guarantor (the “Subsidiary Guarantor”), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capac

Supplemental Indenture No. 2, dated as of April 3, 2018, by and among Stone Energy Corporation, Stone Energy Offshore, L.L.C. and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent

EX-10.2 3 d559276dex102.htm EX-10.2 Exhibit 10.2 Execution Version SUPPLEMENTAL INDENTURE NO. 2 SUPPLEMENTAL INDENTURE NO. 2, dated as of April 3, 2018 (this “Supplemental Indenture”), by and between Stone Energy Corporation, a Delaware corporation (the “Issuer”), Stone Energy Offshore, L.L.C., as subsidiary guarantor (the “Subsidiary Guarantor”), and The Bank of New York Mellon Trust Company, N.A

SGY / Stone Energy Corp. FORM 8-K (Prospectus)

Form 8-K 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 Date of report (Date of earliest event reported): April 3, 2018 STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-12074 72-1235413 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8k031218earnings4q17.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 12, 2018 Date of report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-12074 72-1235413 (State or other jurisdic

Oil Hedging Contracts NYMEX Put Contracts Swap Contracts Daily Volume (Bbls/d) Put Price ($ per Bbl) Daily Volume (Bbls/d) Swap Price ($ per Bbl) Jan 2018 - Dec 2018 1,000 $54.00 Jan 2018 - Dec 2018 1,000 $52.50 Jan 2018 - Dec 2018 1,000 $45.00 Jan 2

EX-99.1 2 f8k031218ex991.htm EXHIBIT 99.1 Exhibit 99.1 STONE ENERGY CORPORATION Announces Fourth Quarter and Year-End 2017 Results LAFAYETTE, LA. March 12, 2018 Stone Energy Corporation (NYSE: SGY) (“Stone” or the “Company”) today announced financial and operational results for the fourth quarter of 2017. Some items of note from the fourth quarter of 2017 and early 2018 include: • Estimated proved

Netherland, Sewell & Associates, Inc. reserve report for Stone Energy Corporation as of December 31, 2017 (incorporated by reference to Exhibit 99.2 to Talos Petroleum LLC’s Form 10-K filed with the SEC on March 9, 2018).

January 12, 2018 Stone Energy Corporation 625 East Kaliste Saloom Road Lafayette, Louisiana 70508 Ladies and Gentlemen: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2017, to the Stone Energy Corporation (Stone) interest in certain oil and gas properties located in Louisiana and federal waters in the Gulf of Mexico.

Stone Energy Corporation Deferred Compensation Plan

Exhibit 10.15 The CORPORATE plan for Retirement EXECUTIVE PLAN BASIC PLAN DOCUMENT IMPORTANT NOTE This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. The Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. The Employer may not rely on this documen

Amendment to the Stone Energy Corporation Employee Severance Plan

Exhibit 10.25 AMENDMENT TO THE STONE ENERGY CORPORATION EMPLOYEE SEVERANCE PLAN THIS AMENDMENT (“Amendment”) to the Stone Energy Corporation Employee Severance Plan (the “Plan”) is made as of November 21, 2017. WHEREAS, Stone Energy Corporation (the “Company”) currently maintains the Plan pursuant to which certain employees of Employer are entitled to receive severance payments and benefits upon c

SGY / Stone Energy Corp. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-12074 STONE

Amendment to Chief Executive Officer Term Sheet, dated as of March 6, 2018, by and between James M. Trimble and Stone Energy Corporation

Exhibit 10.19 EXECUTION COPY PRIVILEGED AND CONFIDENTIAL Exhibit A (the “Amendment to Interim CEO Agreement”) AMENDMENT TO CHIEF EXECUTIVE OFFICER TERM SHEET THIS AMENDMENT TO CHIEF EXECUTIVE OFFICER TERM SHEET (the “Amendment”) is entered into effective as of March 6, 2018. WHEREAS, Stone Energy Corporation (the “Company”) and James Trimble (“Executive”) entered into that certain Chief Executive

Subsidiaries of the Registrant

Exhibit 21.1 STONE ENERGY CORPORATION SUBSIDIARIES AS OF DECEMBER 31, 2017 Subsidiary Jurisdiction of Incorporation Stone Energy Offshore, L.L.C. Delaware Stone Energy Holding, L.L.C. Delaware Sailfish Energy Holdings Corporation Delaware Sailfish Merger Sub Corporation (a direct wholly owned subsidiary of Sailfish Energy Holdings Corporation) Delaware

Adoption Agreement between Fidelity Management Trust Company and Stone Energy Corporation for the Stone Energy Corporation Deferred Compensation Plan

Exhibit 10.16 The CORPORATEplan for Retirement EXECUTIVE PLAN Adoption Agreement IMPORTANT NOTE This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Employer may not rely on this document to

Stone Energy Corporation Employee Severance Plan

Exhibit 10.24 STONE ENERGY CORPORATION EMPLOYEE SEVERANCE PLAN The STONE ENERGY CORPORATION EMPLOYEE SEVERANCE PLAN (the “Plan”) is hereby adopted, pursuant to the authorization of the Board of Directors of STONE ENERGY CORPORATION (the “Company”). The Plan has been established to provide financial security to the Company’s employees upon certain terminations of employment with the Company. This P

SGY / Stone Energy Corp. / FRANKLIN RESOURCES INC Passive Investment

ston17a1.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 861642403 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* STONE ENERGY CORPORATION (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 861642403 (CUSIP Number) December 31, 2017 (Date

STONE ENERGY CORPORATION

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION Announces 2017 Year-end Reserves, Production Update and 2018 Preliminary Capital Budget LAFAYETTE, LA. January 30, 2018 Stone Energy Corporation (NYSE: SGY) (?Stone? or the ?Company?) today announced its estimated proved reserves, production volumes, and liquidity for year-end December 31, 2017, its capital expenditure budget for 2018, and production g

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 30, 2018 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commis

SGY / Stone Energy Corp. / MACKAY SHIELDS LLC - MACKAY SHIELDS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Stone Energy Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 861642403 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

STONE ENERGY CORPORATION

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION Announces Mt. Providence Drilling Success LAFAYETTE, LA. January 10, 2018 Stone Energy Corporation (NYSE: SGY) today announced drilling success at the deep water Mt. Providence development well at Mississippi Canyon Block 28. Stone generated the prospect and owns a 100% working interest in the well. The Mt. Providence well (the MC 28 #4 well) encounter

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 10, 2018 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commis

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 14, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commi

SGY / Stone Energy Corp. 425 (Prospectus)

425 VK 989 - Pompano December 2017 Capital One Securities New Orleans, LA. Filed by Stone Energy Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934, as amended Subject Companies: Stone Energy Corporation (Commission File No. 001-12074) Talos Energy LLC Date: December 7, 2017 This presenta

STONE ENERGY CORPORATION

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION Announces Upcoming Presentation at the Capital One Securities, Inc. 12 th Annual Energy Conference LAFAYETTE, LA. December 6, 2017 Stone Energy Corporation (NYSE: SGY) today announced that James M. Trimble, interim Chief Executive Officer and President, will be presenting at the Capital One Securities, Inc. 12 th Annual Energy Conference in New Orleans

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 6, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commis

SGY / Stone Energy Corp. / Talos Energy Llc - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) * Stone Energy Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 861642403 (CUSIP Number) William S. Moss III Talos Energy LLC 500 Dallas Street, Suite 2000 Houston, Texas 77002 (713) 328-3000 (Name,

SGY / Stone Energy Corp. 425 (Prospectus)

425 Filed by Stone Energy Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934, as amended Subject Companies: Stone Energy Corporation (Commission File No.

SGY / Stone Energy Corp. 425 (Prospectus)

425 Combination of Talos Energy and Stone Energy November 2017 Filed by Stone Energy Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934, as amended Subject Companies: Stone Energy Corporation (Commission File No.

Talos Energy LLC to Combine with Stone Energy Corporation

EX-99.1 Exhibit 99.1 November 21, 2017 Talos Energy LLC to Combine with Stone Energy Corporation Houston, TX and Lafayette, LA November 21, 2017 ? Talos Energy LLC (?Talos?) and Stone Energy Corporation (NYSE: SGY; ?Stone?) today announced that their Boards of Directors have unanimously approved the combination of Talos and Stone in an all-stock transaction that will create a premier offshore-focu

Financial Statements and Exhibits, Other Events

Form 8-K 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 Date of report (Date of earliest event reported): November 21, 2017 STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-12074 72-1235413 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Talos Energy LLC to Combine with Stone Energy Corporation

EX-99.1 Exhibit 99.1 November 21, 2017 Talos Energy LLC to Combine with Stone Energy Corporation Houston, TX and Lafayette, LA November 21, 2017 ? Talos Energy LLC (?Talos?) and Stone Energy Corporation (NYSE: SGY; ?Stone?) today announced that their Boards of Directors have unanimously approved the combination of Talos and Stone in an all-stock transaction that will create a premier offshore-focu

SGY / Stone Energy Corp. FORM 8-K (Prospectus)

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 Date of report (Date of earliest event reported): November 21, 2017 STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-12074 72-1235413 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Employee Email from CEO Talos Energy LLC CEO Tim Duncan sent this email to all Talos Energy LLC employees the morning of the announcement.

Filed by Talos Energy LLC Pursuant to Rule 425 of the Securities Act of 1933, as amended, And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934, as amended Subject Companies: Stone Energy Corporation (Commission File No.

Talos Energy LLC to Combine with Stone Energy Corporation

Filed by Talos Energy LLC Pursuant to Rule 425 of the Securities Act of 1933, as amended, And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934, as amended Subject Companies: Stone Energy Corporation (Commission File No.

Stone Energy Moderator: Jamie Baird November 21, 2017 8:45 a.m. ET

425 Filed by Talos Energy LLC Pursuant to Rule 425 of the Securities Act of 1933, as amended, And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934, as amended Subject Companies: Stone Energy Corporation (Commission File No.

Support Agreement, dated as of November 21, 2017, by and among Stone Energy Corporation, Sailfish Energy Holdings Corporation, Apollo Management VII, L.P., Apollo Commodities Management, L.P. with respect to Series I and Riverstone Energy Partners V, L.P.

EX-10.3 Exhibit 10.3 Execution Version SUPPORT AGREEMENT dated as of November 21, 2017 by and among STONE ENERGY CORPORATION, SAILFISH ENERGY HOLDINGS CORPORATION, APOLLO MANAGEMENT VII, L.P., APOLLO COMMODITIES MANAGEMENT, L.P., WITH RESPECT TO SERIES I and RIVERSTONE ENERGY PARTNERS V, L.P. TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 4 Section 1.01 Definitions 4 ARTICLE 2 THE GREEN REORGANIZATI

Form of Stone Energy Corporation Transaction Bonus Agreement

Exhibit 10.5 STONE ENERGY CORPORATION TRANSACTION BONUS AGREEMENT This Stone Energy Corporation Transaction Bonus Agreement (the ?Agreement?) is by and between Stone Energy Corporation, a Delaware corporation (the ?Company?), and (the ?Employee?). WHEREAS, the Company considers it to be in the best interests of its stockholders to encourage the continued employment of Employee and to incentivize E

Amendment to the Stone Energy Corporation Executive Severance Plan

Exhibit 10.6 AMENDMENT TO THE STONE ENERGY CORPORATION EXECUTIVE SEVERANCE PLAN THIS AMENDMENT (?Amendment?) to the Stone Energy Corporation Executive Severance Plan (the ?Plan?) is made as of November 21, 2017. WHEREAS, Stone Energy Corporation (the ?Company?) currently maintains the Plan pursuant to which certain employees of Employer are entitled to receive severance payments and benefits upon

Support Agreement, dated as of November 21, 2017, by and among Stone Energy Corporation, Sailfish Energy Holdings Corporation, Apollo Management VII, L.P., Apollo Commodities Management, L.P. with respect to Series I and Riverstone Energy Partners V, L.P.

EX-10.3 Exhibit 10.3 Execution Version SUPPORT AGREEMENT dated as of November 21, 2017 by and among STONE ENERGY CORPORATION, SAILFISH ENERGY HOLDINGS CORPORATION, APOLLO MANAGEMENT VII, L.P., APOLLO COMMODITIES MANAGEMENT, L.P., WITH RESPECT TO SERIES I and RIVERSTONE ENERGY PARTNERS V, L.P. TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 4 Section 1.01 Definitions 4 ARTICLE 2 THE GREEN REORGANIZATI

Voting Agreement, dated as of November 21, 2017, by and among Talos Energy LLC, Stone Energy Corporation, Franklin Advisers, Inc., as investment manager on behalf of the company stockholders listed therein and, solely for purposes of Section 11, Franklin Advisers, Inc., as investment manager on behalf of JNL/Franklin Templeton Income Fund and FT Opportunistic Destressed Fund, LTD.

EX-10.1 Exhibit 10.1 Execution Version VOTING AGREEMENT This VOTING AGREEMENT, dated as of November 21, 2017 (this “Agreement”), is entered into by and among Talos Energy LLC, a Delaware limited liability company (“Parent”), Stone Energy Corporation, a Delaware corporation (the “Company”), and the undersigned signatories set forth on the signature pages hereto under the heading “Company Stockholde

Exchange Agreement, dated as of November 21, 2017, by and among Talos Production LLC, Talos Production Finance Inc., Stone Energy Corporation, Sailfish Energy Holdings Corporation and the lenders and noteholders listed on the schedules thereto

Exhibit 10.4 Execution Version EXCHANGE AGREEMENT This Exchange Agreement (this ?Agreement?) is made and entered into as of November 21, 2017, by and among Talos Production LLC, a Delaware limited liability company (the ?Company?), Talos Production Finance Inc., a Delaware corporation (the ?Co-Issuer? and, together with the Company, the ?Issuers?), Stone Energy Corporation, a Delaware corporation

Form of Stone Energy Corporation Transaction Bonus Agreement

Exhibit 10.5 STONE ENERGY CORPORATION TRANSACTION BONUS AGREEMENT This Stone Energy Corporation Transaction Bonus Agreement (the ?Agreement?) is by and between Stone Energy Corporation, a Delaware corporation (the ?Company?), and (the ?Employee?). WHEREAS, the Company considers it to be in the best interests of its stockholders to encourage the continued employment of Employee and to incentivize E

Voting Agreement, dated as of November 21, 2017, by and among Talos Energy LLC, Stone Energy Corporation and MacKay Shields LLC, in its capacity as investment manager on behalf of the company stockholders and, to the extent expressly set forth therein, in its individual capacity

EX-10.2 Exhibit 10.2 Execution Version VOTING AGREEMENT This VOTING AGREEMENT, dated as of November 21, 2017 (this “Agreement”), is entered into by and among Talos Energy LLC, a Delaware limited liability company (“Parent”), Stone Energy Corporation, a Delaware corporation (the “Company”), and MacKay Shields LLC (the “Investment Manager”), in its capacity as investment manager on behalf of the Com

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 Date of report (Date of earliest event reported): November 21, 2017 STONE ENERGY CORP

425 1 d556282d8k.htm FORM 8-K 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 Date of report (Date of earliest event reported): November 21, 2017 STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-12074 72-1235413 (State or Other Jurisdiction

Transaction Agreement, dated as of November 21, 2017, by and among Stone Energy Corporation, Sailfish Energy Holdings Corporation, Sailfish Merger Sub Corporation, Talos Energy LLC and Talos Production LLC*

EX-2.1 2 d556282dex21.htm EX-2.1 Table of Contents Exhibit 2.1 Execution Version TRANSACTION AGREEMENT dated as of November 21, 2017 by and among STONE ENERGY CORPORATION, SAILFISH ENERGY HOLDINGS CORPORATION, SAILFISH MERGER SUB CORPORATION, TALOS ENERGY LLC and TALOS PRODUCTION LLC Table of Contents TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 6 Section 1.01 Definitions 6 ARTICLE 2 THE GREEN REO

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 Date of report (Date of earliest event reported): November 21, 2017 STONE ENERGY CORP

Form 8-K 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 Date of report (Date of earliest event reported): November 21, 2017 STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 1-12074 72-1235413 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Exchange Agreement, dated as of November 21, 2017, by and among Talos Production LLC, Talos Production Finance Inc., Stone Energy Corporation, Sailfish Energy Holdings Corporation and the lenders and noteholders listed on the schedules thereto

Exhibit 10.4 Execution Version EXCHANGE AGREEMENT This Exchange Agreement (this ?Agreement?) is made and entered into as of November 21, 2017, by and among Talos Production LLC, a Delaware limited liability company (the ?Company?), Talos Production Finance Inc., a Delaware corporation (the ?Co-Issuer? and, together with the Company, the ?Issuers?), Stone Energy Corporation, a Delaware corporation

Amendment to the Stone Energy Corporation Executive Severance Plan

Exhibit 10.6 AMENDMENT TO THE STONE ENERGY CORPORATION EXECUTIVE SEVERANCE PLAN THIS AMENDMENT (?Amendment?) to the Stone Energy Corporation Executive Severance Plan (the ?Plan?) is made as of November 21, 2017. WHEREAS, Stone Energy Corporation (the ?Company?) currently maintains the Plan pursuant to which certain employees of Employer are entitled to receive severance payments and benefits upon

Voting Agreement, dated as of November 21, 2017, by and among Talos Energy LLC, Stone Energy Corporation and MacKay Shields LLC, in its capacity as investment manager on behalf of the company stockholders and, to the extent expressly set forth therein, in its individual capacity

EX-10.2 Exhibit 10.2 Execution Version VOTING AGREEMENT This VOTING AGREEMENT, dated as of November 21, 2017 (this “Agreement”), is entered into by and among Talos Energy LLC, a Delaware limited liability company (“Parent”), Stone Energy Corporation, a Delaware corporation (the “Company”), and MacKay Shields LLC (the “Investment Manager”), in its capacity as investment manager on behalf of the Com

Voting Agreement, dated as of November 21, 2017, by and among Talos Energy LLC, Stone Energy Corporation, Franklin Advisers, Inc., as investment manager on behalf of the company stockholders listed therein and, solely for purposes of Section 11, Franklin Advisers, Inc., as investment manager on behalf of JNL/Franklin Templeton Income Fund and FT Opportunistic Destressed Fund, LTD.

EX-10.1 3 d556282dex101.htm EX-10.1 Exhibit 10.1 Execution Version VOTING AGREEMENT This VOTING AGREEMENT, dated as of November 21, 2017 (this “Agreement”), is entered into by and among Talos Energy LLC, a Delaware limited liability company (“Parent”), Stone Energy Corporation, a Delaware corporation (the “Company”), and the undersigned signatories set forth on the signature pages hereto under the

Transaction Agreement, dated as of November 21, 2017, by and among Stone Energy Corporation, Sailfish Energy Holdings Corporation, Sailfish Merger Sub Corporation, Talos Energy LLC and Talos Production LLC*

EX-2.1 Table of Contents Exhibit 2.1 Execution Version TRANSACTION AGREEMENT dated as of November 21, 2017 by and among STONE ENERGY CORPORATION, SAILFISH ENERGY HOLDINGS CORPORATION, SAILFISH MERGER SUB CORPORATION, TALOS ENERGY LLC and TALOS PRODUCTION LLC Table of Contents TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 6 Section 1.01 Definitions 6 ARTICLE 2 THE GREEN REORGANIZATION, THE NEW SAILF

Combination of Talos Energy and Stone Energy November 2017 Filed by Talos Energy LLC Pursuant to Rule 425 of the Securities Act of 1933, as amended, And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934, as amended Subjec

Combination of Talos Energy and Stone Energy November 2017 Filed by Talos Energy LLC Pursuant to Rule 425 of the Securities Act of 1933, as amended, And deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934, as amended Subject Companies: Stone Energy Corporation (Commission File No.

Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 8 , 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 1, 2017 Date of report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commis

Oil Hedging Contracts NYMEX Put Contracts Swap Contracts Daily Volume (Bbls/d) Put Price ($ per Bbl) Daily Volume (Bbls/d) Swap Price ($ per Bbl) Feb 2017 - Dec 2017 2,000 $50.00 Mar 2017 - Dec 2017 1,000 $53.90 Jul 2017 - Dec 2017 1,000 $41.10 Oct 2

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION Announces Third Quarter 2017 Results LAFAYETTE, LA. November 1, 2017 Stone Energy Corporation (NYSE: SGY) (?Stone? or the ?Company?) today announced financial and operational results for the third quarter of 2017. Some items of note include: ? Production volumes averaged 19.2 thousand barrels of oil equivalent per day for the three months ended Septemb

Form of Stone Energy Corporation Retention Award Agreement

Exhibit 10.2 STONE ENERGY CORPORATION RETENTION AWARD AGREEMENT This Stone Energy Corporation Retention Award Agreement (the “Agreement”) is by and between Stone Energy Corporation, a Delaware corporation (the “Company”), and (the “Employee”). WHEREAS, the Company considers it to be in the best interests of its stockholders to encourage the continued employment of the Employee; WHEREAS, in further

SGY / Stone Energy Corp. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Stone Energy Corporation Executive Severance Plan

Exhibit 10.3 STONE ENERGY CORPORATION EXECUTIVE SEVERANCE PLAN The STONE ENERGY CORPORATION EXECUTIVE SEVERANCE PLAN (the “Plan”) is hereby adopted, pursuant to the authorization of the Board of Directors of STONE ENERGY CORPORATION (the “Company”). The Plan has been established to provide financial security to the Company’s employees upon certain terminations of employment with the Company. This

Stone Energy Corporation 2017 Annual Incentive Compensation Plan

Exhibit 10.1 STONE ENERGY CORPORATION 2017 ANNUAL INCENTIVE COMPENSATION PLAN - 1 - STONE ENERGY CORPORATION 2017 ANNUAL INCENTIVE COMPENSATION PLAN Table of Contents Page Purpose 3 Definitions 3 Administration 4 Participation 4 Incentive Pool Calculation 4 Index Group 5 Awards 5 Timing of Award Payments 5 Duration of Revised Annual Incentive Compensation Plan 5 Miscellaneous Plan Provisions 6 Eff

STONE ENERGY CORPORATION

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION Schedules Third Quarter 2017 Earnings Release and Conference Call LAFAYETTE, LA. October 19, 2017 Stone Energy Corporation (NYSE:SGY) today announced it plans to report third quarter 2017 earnings results on Wednesday, November 1, 2017, after the market close. The release will provide financial and operational results, and provide production and expens

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 19, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commis

STONE ENERGY CORPORATION

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION Announces Rampart Deep Drilling Success LAFAYETTE, LA. September 5, 2017 Stone Energy Corporation (NYSE: SGY) today announced drilling results from the deep water Rampart Deep well at Mississippi Canyon Block 116. Stone generated the prospect and owns a 40% non-operated working interest in the well. The Rampart Deep well (the MC 116 #1 well), operated

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 f8k090517rampartdeepresults.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 5, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 7, 2017 Date of report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commissi

Oil Hedging Contracts NYMEX Put Contracts Swap Contracts Daily Volume (Bbls/d) Put Price ($ per Bbl) Daily Volume (Bbls/d) Swap Price ($ per Bbl) Feb 2017 - Dec 2017 2,000 $50.00 Mar 2017 - Dec 2017 1,000 $53.90 Jul 2017 - Dec 2017 1,000 $41.10 Jan 2

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION Announces Second Quarter 2017 Results LAFAYETTE, LA. August 7, 2017 Stone Energy Corporation (NYSE: SGY) (?Stone? or the ?Company?) today announced financial and operational results for the second quarter of 2017. Some items of note include: ? Production volumes averaged 20.6 thousand barrels of oil equivalent per day for the three months ended June 30

SGY / Stone Energy Corp. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commissio

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 24, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commissio

STONE ENERGY CORPORATION

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION Schedules Second Quarter 2017 Earnings Release and Conference Call LAFAYETTE, LA. July 24, 2017 Stone Energy Corporation (NYSE:SGY) today announced it plans to report second quarter 2017 earnings results on Monday, August 7, 2017, after the market close. The release will provide financial and operational results, and provide production and expense guid

Stone Energy FORM 144

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 8, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commission

STONE ENERGY CORPORATION

EX-99.1 2 f8k060817ex991.htm EXHIBIT 99.1 Exhibit 99.1 STONE ENERGY CORPORATION Announces Rampart Deep Spud and Further Workforce Reductions LAFAYETTE, LA. June 9, 2017 Stone Energy Corporation (NYSE: SGY) today announced that drilling operations on its Rampart Deep Prospect in Mississippi Canyon Block 116 were initiated on June 3, 2017. The Stone generated prospect will be drilled and operated by

Stone Energy FORM 144

Form 144: Notice of Proposed Sale of Securities UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

Separation Agreement and General Release, dated as of May 11, 2017, by and between David H. Welch and Stone Energy Corporation (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on May 16, 2017 (File No. 001-12074))

Exhibit Exhibit 10.1 By Hand Delivery May 11, 2017 Mr. David H. Welch 18 Colony Rd Gretna, LA 70056 Dear Mr. Welch, By signing below, this letter will become an Agreement between you, David H. Welch (?Welch? or ?You?), and Stone Energy Corporation (the ?Company?) regarding the terms of your separation from employment with the Company. 1. Your separation from employment was effective April 28, 2017

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commission

Stone Energy S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on May 12, 2017 Registration No.

INDEX TO FINANCIAL STATEMENTS

Exhibit Table of Contents Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheet as December 31, 2016 and 2015 F-3 Consolidated Statement of Operations for the years ended December 31, 2016, 2015 and 2014 F-4 Consolidated Statement of Comprehensive Income (Loss) for the years ended December 31, 2016, 2015 and 2014 F-5 Conso

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 12, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commission

Stone Energy 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Oil Hedging Contracts NYMEX Put Contracts Swap Contracts Daily Volume (Bbls/d) Put Price ($ per Bbl) Daily Volume (Bbls/d) Swap Price ($ per Bbl) Feb 2017 - Dec 2017 2,000 $50.00 Mar 2017 - Dec 2017 1,000 $53.90 Jan 2018 - Dec 2018 1,000 $54.00 Jan 2

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION Announces Results for the Three Months Ended March 31, 2017 LAFAYETTE, LA. May 8, 2017 Stone Energy Corporation (NYSE: SGY) (?Stone? or the ?Company?) today announced financial and operational results for the three months ended March 31, 2017. Some items of note include: ? Gulf of Mexico production volumes averaged 19.6 thousand barrels of oil equivale

Stone Energy FORM 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 8, 2017 Date of report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commission

David Welch to Retire, Jim Trimble Elected Interim Chief Executive Officer and President of Stone Energy Corporation Keith Seilhan Promoted to Chief Operating Officer

EX-99.1 Exhibit 99.1 STONE ENERGY CORPORATION David Welch to Retire, Jim Trimble Elected Interim Chief Executive Officer and President of Stone Energy Corporation Keith Seilhan Promoted to Chief Operating Officer LAFAYETTE, LA. April 28, 2017 Stone Energy Corporation (NYSE: SGY) (?Stone Energy? or the ?Company?) today announced that David H. Welch, Chief Executive Officer and President of Stone En

Chief Executive Officer Term Sheet, dated as of April 27, 2017, by and between James M. Trimble and Stone Energy Corporation (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on May 1, 2017 (File No. 001-12074))

EX-10.1 Exhibit 10.1 EXECUTION COPY PRIVILEGED AND CONFIDENTIAL Chief Executive Officer Term Sheet Set forth below are the key terms of the proposed arrangement concerning the service of Executive (as defined below) with Stone Energy Corporation (the ?Company?). Until superseded by an executed definitive agreement, this term sheet constitutes the entire agreement between the parties hereto and is

Stone Energy 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2017 STONE ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commissi

Stone Energy FORM 144

Form 144: Notice of Proposed Sale of Securities UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0101 Washington, D.

Regulation FD Disclosure, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 11, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commissi

STONE ENERGY CORPORATION

EX-99.1 2 f8k041117ex991.htm EXHIBIT 99.1 Exhibit 99.1 STONE ENERGY CORPORATION Retains Petrie Partners to Assist with Assessment of Strategic Direction LAFAYETTE, LA. April 11, 2017 Stone Energy Corporation (NYSE: SGY) today announced that its Board of Directors has retained Petrie Partners LLC to assist the Board in its determination of the Company’s strategic direction, including assessing its

STONE ENERGY CORPORATION

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION Announces Upcoming Attendance at the Scotia Howard Weil Energy Conference LAFAYETTE, LA. March 27, 2017 Stone Energy Corporation (NYSE: SGY) today announced that Kenneth H. Beer, Executive Vice President and Chief Financial Officer will be attending the Scotia Howard Weil 45 th Annual Energy Conference at the Roosevelt Hotel in New Orleans, LA on Monda

Stone Energy FORM 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 27, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commissi

SGY / Stone Energy Corp. / FRANKLIN RESOURCES INC Passive Investment

ston17in.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 861642403 13G Page 1 of 14 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* STONE ENERGY CORPORATION (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 861642403 (CUSIP Number) February 28, 2017 (Date

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 9, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commission File Nu

STONE ENERGY CORPORATION

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION Announces Listing of Warrants on NYSE MKT Under Ticker ?SGYWS? LAFAYETTE, LA. March 9, 2017 Stone Energy Corporation (NYSE: SGY) (?Stone? or the ?Company?) today announced that the Company received approval to list its warrants with the CUSIP number 861642 114 (the ?Warrants?) on the NYSE MKT under the ticker symbol ?SGYWS?, with trading expected to co

SGY / Stone Energy Corp. / MACKAY SHIELDS LLC - MACKAY SHIELDS LLC Passive Investment

SC 13G 1 sgy30817.htm MACKAY SHIELDS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Stone Energy Corporation (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 861642403 (CUSIP Number) March 01, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate b

Stone Energy FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2017 STONE ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Comm

Stone Energy Corporation Directors Deferred Compensation Plan, dated as of March 1, 2017 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on March 6, 2017 (File No. 001-12074))

EX-10.2 Exhibit 10.2 STONE ENERGY CORPORATION DIRECTORS DEFERRED COMPENSATION PLAN 1. Establishment. Stone Energy Corporation, a corporation organized in the State of Delaware (the ?Company?), hereby adopts and establishes an unfunded deferred compensation plan for non-employee directors of the Company, which shall be known as the Stone Energy Corporation Deferred Compensation Plan (the ?DCP?). Th

Stone Energy FORM 8-A12B

Form 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 STONE ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 72-1235413 (State of incorporation or organization) (I.R.S. Employer Identification No.) 625 E.

Form of Director Restricted Stock Unit (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 6, 2017 (File No. 001-12074))

EX-10.1 2 d355685dex101.htm EX-10.1 Exhibit 10.1 STONE ENERGY CORPORATION MARCH 1, 2017 DIRECTOR RESTRICTED STOCK UNIT AGREEMENT * * * * * Participant: Grant Date: March 1, 2017 Number of Restricted Stock Units Granted: 1 * * * * * THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Stone Energy Corporation, a co

STONE ENERGY CORPORATION

EX-99.1 Exhibit 99.1 STONE ENERGY CORPORATION Announces the Recordation of Second Lien Mortgages LAFAYETTE, LA. March 6, 2017 Stone Energy Corporation (NYSE: SGY) (?Stone? or the ?Company?) today announced the recordation of mortgages required by the indenture (the ?Indenture?), dated as of February 28, 2017, by and among the Company, Stone Energy Offshore, L.L.C. (?SEO?), as guarantor, and The Ba

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2017 STONE ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commissio

Stone Energy FORM 8-K/A (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

STONE ENERGY CORPORATION UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On February 27, 2017, Stone Energy Corporation (?Stone?) completed the sale of approximately 86,000 net acres in the Appalachian regions of Pennsylvania and West Virginia (collectively, the ?Properties?) to EQT Corporation, through its wholly owned subsidiary EQT Production Company. Additional detai

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

POWER OF ATTORNEY For Executing Forms 3, 4 and 5 The undersigned, David N. Weinstein, hereby constitutes and appoints each of Kenneth H. Beer, Annette Finch, Kim Wilkerson, Florence Ziegler and Lisa S. Jaubert, signing singly and with full power of substitution, his true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer or

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

POWER OF ATTORNEY For Executing Forms 3, 4 and 5 The undersigned, James M. Trimble, hereby constitutes and appoints each of Kenneth H. Beer, Annette Finch, Kim Wilkerson, Florence Ziegler and Lisa S. Jaubert, signing singly and with full power of substitution, his true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer or di

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

POWER OF ATTORNEY For Executing Forms 3, 4 and 5 The undersigned, Charles M. Sledge, hereby constitutes and appoints each of Kenneth H. Beer, Annette Finch, Kim Wilkerson, Florence Ziegler and Lisa S. Jaubert, signing singly and with full power of substitution, his true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer or d

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

POWER OF ATTORNEY For Executing Forms 3, 4 and 5 The undersigned, David I. Rainey, hereby constitutes and appoints each of Kenneth H. Beer, Annette Finch, Kim Wilkerson, Florence Ziegler and Lisa S. Jaubert, signing singly and with full power of substitution, his true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer or dir

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

POWER OF ATTORNEY For Executing Forms 3, 4 and 5 The undersigned, John B. Juneau, hereby constitutes and appoints each of Kenneth H. Beer, Annette Finch, Kim Wilkerson, Florence Ziegler and Lisa S. Jaubert, signing singly and with full power of substitution, his true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer or dire

POWER OF ATTORNEY For Executing Forms 3, 4 and 5

POWER OF ATTORNEY For Executing Forms 3, 4 and 5 The undersigned, Neal P. Goldman, hereby constitutes and appoints each of Kenneth H. Beer, Annette Finch, Kim Wilkerson, Florence Ziegler and Lisa S. Jaubert, signing singly and with full power of substitution, his true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer or dir

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 14, 2017, pursuant to the provisions of Rule 12d2-2 (a).

STONE ENERGY CORPORATION

EX-99.2 Exhibit 99.2 STONE ENERGY CORPORATION Announces Successful Completion of Financial Restructuring and Emergence from Bankruptcy LAFAYETTE, LA. February 28, 2017 Stone Energy Corporation (NYSE: SGY) (?Stone? or the ?Company?) today announced that it successfully completed the conditions precedent to emerging from chapter 11 reorganization, and, accordingly, the Company?s Second Amended Joint

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2017 STONE ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commiss

Stone Energy Corporation 2017 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K filed on March 1, 2017 (File No. 001-12074))

Exhibit 10.7 STONE ENERGY CORPORATION 2017 LONG-TERM INCENTIVE PLAN W I T N E S S E T H: WHEREAS, Stone Energy Corporation, a Delaware corporation (the ?Company?) hereby established the Stone Energy Corporation 2017 Long-Term Incentive Plan (the ?Plan?) to promote the interests of the Company and its stockholders; and WHEREAS, the Plan?s effective date (the ?Effective Date?) is the date, following

Form of Indemnification Agreement between Stone Energy Corporation and the directors and executive officers of Stone Energy Corporation (incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K filed on March 1, 2017 (File No. 001-12074))

Exhibit 10.6 Exhibit K Amendments or modifications to Schedule B to the Restructuring Term Sheet Each of the Indemnification Agreements identified on Schedule B of the Restructuring Term Sheet shall be replaced with a new agreement in the form of Indemnification Agreement that follows. INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of by and between Stone Energy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2017 STONE ENERGY CO

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2017 STONE ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (

Intercreditor Agreement, dated as of February 28, 2017, among Stone Energy Corporation, Bank of America, N.A., as first lien administrative agent, The Bank of New York Mellon Trust Company, N.A., as second lien collateral agent, and The Bank of New York Mellon Trust Company, N.A., as the 2022 Second Lien Notes trustee (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on March 1, 2017 (File No. 001-12074))

Exhibit 10.3 INTERCREDITOR AGREEMENT among STONE ENERGY CORPORATION, each of the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as First Lien Administrative Agent for the First Lien Credit Agreement Secured Parties, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Second Lien Collateral Agent for the Second Lien Secured Parties, THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

Warrant Agreement, dated as of February 28, 2017, among Stone Energy Corporation and Computershare Inc. and Computershare Trust Company, N.A., collectively, as warrant agent (incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K filed on March 1, 2017 (File No. 001-12074))

Exhibit 10.4 Execution Version WARRANT AGREEMENT dated as of February 28, 2017 among STONE ENERGY CORPORATION (AS REORGANIZED), COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent TABLE OF CONTENTS Page Article 1 Definitions 1 Section 1.01 Certain Definitions 1 Article 2 Issuance, Execution and Transfer of Warrants 6 Section 2.01 Issuance of Warrants 6 Section 2.02 Execution

Indenture related to the 2022 Second Lien Notes, dated as of February 28, 2017, among Stone Energy Corporation, Stone Energy Offshore, L.L.C. and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (including form of 7.50% Senior Secured Notes due 2022) (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on March 1, 2017 (File No. 001-12074))

EX-10.2 Exhibit 10.2 Execution Version STONE ENERGY CORPORATION, as Issuer, STONE ENERGY OFFSHORE, L.L.C., as Subsidiary Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee and Collateral Agent INDENTURE dated as of February 28, 2017 $225,000,000 7.500% Senior Secured Notes due 2022 CROSS-REFERENCE TABLE TIA Section Indenture Section 310 (a)(1) 709 (a)(2) 709 (a)(3) N.A. (a)(

Fifth Amended and Restated Credit Agreement, dated as of February 28, 2017, among Stone Energy Corporation, as borrower, the lenders party thereto and Bank of America, N.A. as administrative agent and issuing bank (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on March 1, 2017 (File No. 001-12074))

EX-10.1 Exhibit 10.1 Published CUSIP Numbers Deal: 86164DAC6 Revolving Commitment: 86164DAD4 $200,000,000 FIFTH AMENDED AND RESTATED CREDIT AGREEMENT among STONE ENERGY CORPORATION as Borrower, THE FINANCIAL INSTITUTIONS NAMED IN THIS CREDIT AGREEMENT as Banks, BANK OF AMERICA, N.A. as Administrative Agent and Issuing Bank, WELLS FARGO BANK, NATIONAL ASSOCIATION, NATIXIS, THE BANK OF NOVA SCOTIA,

Second Amended and Restated Bylaws of Stone Energy Corporation (incorporated by reference to Exhibit 3.2 of the Registrant’s registration statement on Form 8-A filed on February 28, 2017 (File No. 001-12074))

EX-3.2 Exhibit 3.2 SECOND AMENDED & RESTATED BYLAWS OF STONE ENERGY CORPORATION A Delaware Corporation As Amended and Restated February 28, 2017 TABLE OF CONTENTS ARTICLE I OFFICES 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS 1 Section 1. Place of Meetings 1 Section 2. Quorum; Required Vote for Stockholder Action; Withdrawal During Meeting; Adjournment 1 Sect

Form 8-A

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 STONE ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 72-1235413 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 625

Registration Rights Agreement, dated as of February 28, 2017, among Stone Energy Corporation and the holders party thereto (incorporated by reference to Exhibit 10.1 of the Registrant’s registration statement on Form 8-A filed on February 28, 2017 (File No. 001-12074))

Exhibit 10.1 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT, dated as of February 28, 2017, is entered into by and among Stone Energy Corporation, a Delaware corporation (the “Company”), and the holders listed on Schedule I hereto (each a “Holder” and, collectively, the “Holders”). RECITALS WHEREAS, this Agreement is being entered into in connection with the iss

Amended and Restated Certificate of Incorporation of Stone Energy Corporation (incorporated by reference to Exhibit 3.1 of the Registrant’s registration statement on Form 8-A filed on February 28, 2017 (File No. 001-12074))

EX-3.1 2 d337278dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STONE ENERGY CORPORATION Stone Energy Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Stone Energy Corporation. The Corporation was incorporated by filing its original Certificate of Incorporation

STONE ENERGY CORPORATION

EX-99.1 Exhibit 99.1 STONE ENERGY CORPORATION Announces Close of Sale of Appalachia Properties LAFAYETTE, LA. February 27, 2017 Stone Energy Corporation (NYSE: SGY) (?Stone? or the ?Company?) today announced the close of the sale of its Appalachia properties. On February 27, 2017, Stone completed its previously announced disposition of approximately 86,000 net acres in the Appalachian regions of P

Stone Energy FORM 8-K (Current Report/Significant Event)

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2017 STONE ENERGY CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (

Stone Energy T-3/A

T-3/A 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 Title

STONE ENERGY CORPORATION, as Issuer, STONE ENERGY OFFSHORE, L.L.C., as Subsidiary Guarantor, The Bank of New York Mellon Trust Company, N.A. as Trustee and Collateral Agent dated as of [●], 2017 $225,000,000 7.500% Senior Secured Notes due 2022 CROSS

EX-99.T3C-2 Exhibit T3C STONE ENERGY CORPORATION, as Issuer, STONE ENERGY OFFSHORE, L.L.C., as Subsidiary Guarantor, and The Bank of New York Mellon Trust Company, N.A. as Trustee and Collateral Agent INDENTURE dated as of [?], 2017 $225,000,000 7.500% Senior Secured Notes due 2022 CROSS-REFERENCE TABLE TIA Section Indenture Section 310 (a)(1) 709 (a)(2) 709 (a)(3) N.A. (a)(4) N.A. (b) 708 710 311

Directors, Executive Officers and Capitalization of the Guarantor Name of Guarantor Title of Class Amount Authorized Amount Outstanding Officers Directors Stone Energy Offshore, L.L.C. Membership Interests N/A N/A • David H. Welch – President and Chi

EX-99.1 Exhibit 99.1 Directors, Executive Officers and Capitalization of the Guarantor Name of Guarantor Title of Class Amount Authorized Amount Outstanding Officers Directors Stone Energy Offshore, L.L.C. Membership Interests N/A N/A ? David H. Welch ? President and Chief Executive Officer ? Kenneth H. Beer ? Executive Vice President and Chief Financial Officer ? Lisa S. Jaubert ? Senior Vice Pre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its char

STONE ENERGY CORPORATION

EX-99.1 Exhibit 99.1 STONE ENERGY CORPORATION Announces Continued Listing of New Shares of Common Stock and Trading Under Ticker ?SGY? Following Emergence from Chapter 11 Reorganization LAFAYETTE, LA. February 24, 2017 Stone Energy Corporation (NYSE: SGY) (?Stone? or the ?Company?) today announced that the Company received approval to list its new common stock with the new CUSIP number 861642 403

Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 24, 2017 Date of Report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact name of registrant as specified in charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commi

Stone Energy ESP

STONE ENERGY CORPORATION 625 E. Kaliste Saloom Road Lafayette, Louisiana 70508 VIA EDGAR February 24, 2017 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Parhaum J. Hamidi Re: Stone Energy Corporation Form T-3 (File No. 022-29034) Ladies and Gentlemen: We refer to the Application for Qualification of Indenture o

Stone Energy POS AM

POS AM 1 d349880dposam.htm POS AM As filed with the Securities and Exchange Commission on February 23, 2017 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 NO. 333-207514 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STONE ENERGY CORPORATION* (Exact name of registrant as specified in its charter) Delaware 72-1235413 (State or other jur

Stone Energy S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on February 23, 2017 SECURITIES AND EXCHANGE COMMISSION Washington, D.

Stone Energy S-8 POS

S-8 POS 1 d307519ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on February 23, 2017 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-213641 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-206333 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO.

Stone Energy S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on February 23, 2017 SECURITIES AND EXCHANGE COMMISSION Washington, D.

Stone Energy S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on February 23, 2017 SECURITIES AND EXCHANGE COMMISSION Washington, D.

Stone Energy S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on February 23, 2017 SECURITIES AND EXCHANGE COMMISSION Washington, D.

Stone Energy S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on February 23, 2017 SECURITIES AND EXCHANGE COMMISSION Washington, D.

Stone Energy S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on February 23, 2017 SECURITIES AND EXCHANGE COMMISSION Washington, D.

Stone Energy S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on February 23, 2017 SECURITIES AND EXCHANGE COMMISSION Washington, D.

Stone Energy S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on February 23, 2017 SECURITIES AND EXCHANGE COMMISSION Washington, D.

Stone Energy 10-K (Annual Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Oil Hedging Contracts

Exhibit Exhibit 99.1 STONE ENERGY CORPORATION Announces Fourth Quarter and Year-end 2016 Results and Reserves LAFAYETTE, LA. February 23, 2017 Stone Energy Corporation (NYSE: SGY) (?Stone? or the ?Company?) today announced financial and operational results for the fourth quarter of 2016. Some items of note from the fourth quarter of 2016 and early 2017 include: ? Production volumes exceeded the up

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 23, 2017 Date of report (Date of earliest event reported) STONE ENERGY CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 1-12074 72-1235413 (State or other jurisdiction of incorporation) (Commi

January 16, 2017

EX-99.1 8 sgy123116ex991.htm EXHIBIT 99.1 January 16, 2017 Stone Energy Corporation 625 East Kaliste Saloom Road Lafayette, Louisiana 70508 Ladies and Gentlemen: In accordance with your request, we have estimated the proved reserves and future revenue, as of December 31, 2016, to the Stone Energy Corporation (Stone) interest in certain oil and gas properties located in Louisiana, West Virginia, an

STONE ENERGY CORPORATION SUBSIDIARIES AS OF DECEMBER 31, 2016

Exhibit 21.1 STONE ENERGY CORPORATION SUBSIDIARIES AS OF DECEMBER 31, 2016 Stone Energy Offshore, L.L.C., a Delaware limited liability company Stone Energy Holding, L.L.C., a Delaware limited liability company