LAFAYETTE, La., April 27, 2018 /PRNewswire/ -- 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
Anadarko US Offshore LLC ("Anadarko").
On April 27, 2018, Stone entered
into an Asset Purchase Agreement with Shell, ExxonMobil, and
Anadarko to acquire a 100% working interest in the Ram Powell Unit,
including six lease blocks in the Viosca Knoll Area, the Ram Powell
tension leg platform, and related assets. Production for the
Ram Powell field averaged approximately 6,100 barrels of oil
equivalent per day during 2017. The Ram Powell TLP is located
in 3,200 feet of water in Viosca Knoll Area, Block 956, and is
capable of processing 60,000 barrels of oil per day and 200 million
cubic feet of gas per day. The acquisition is subject to
customary closing conditions, and is expected to close in early
May 2018, with an effective date of
October 1, 2017. Additionally,
under the terms of the previously announced Transaction Agreement
between Stone and Talos Energy LLC ("Talos"), this acquisition is
subject to Talos's written consent, which Talos has provided.
Interim Chief Executive Officer and President James M. Trimble stated, "We are very excited to
announce that we have reached an agreement to purchase the Ram
Powell field. The additional scale and diversification this
acquisition provides support the strategies associated with the
previously announced combination with Talos Energy. These
assets will add meaningful reserves, production volumes, and cash
flow to the combined company. I appreciate the efforts of the
entire Stone team that contributed to this success."
Forward-Looking Statements
Certain statements in this
press release are forward-looking and are based upon Stone's
current belief as to the outcome and timing of future events. All
statements, other than statements of historical facts, that address
activities or results that Stone plans, expects, believes,
projects, estimates, or anticipates will, should, or may occur in
the future, including future production of oil and gas, future
capital expenditures and drilling and completion of wells, and
future financial or operating results are forward-looking
statements. All forward-looking numbers are
approximate. Important factors that could cause actual
results to differ materially from those in the forward-looking
statements herein include, but are not limited to, the timing,
extent, and volatility of changes in commodity prices for oil and
gas; operating risks; liquidity risks, including risks relating to
our bank credit facility and the Company's ability to access the
capital markets; political and regulatory developments and
legislation, including developments and legislation relating to our
operations in the Gulf of Mexico
basin; risks related to our previously announced combination with
Talos; and other risk factors and known trends and uncertainties as
described in Stone's Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, and Current Reports on Form 8-K as filed with the
Securities and Exchange Commission ("SEC"). For a more
detailed discussion of risk factors, please see Part I, Item 1A,
"Risk Factors" of the Company's most recent Annual Report on Form
10-K. Should one or more of these risks or uncertainties
occur, or should underlying assumptions prove incorrect, Stone's
actual results and plans could differ materially from those
expressed in the forward-looking statements. Stone assumes no
obligation and expressly disclaims any duty to update the
information contained herein, except as required by law.
Important Additional Information
In connection with
Stone's previously announced combination (the "Transaction") with
Talos, Sailfish Energy Holdings Corporation, a subsidiary of Stone
that will be renamed Talos Energy Inc. as of the closing of the
Transaction ("Newco"), has filed with the SEC a registration
statement on Form S-4, including Amendments No. 1, 2, 3 and 4
thereto. The registration statement was declared effective by the
SEC on April 9, 2018. Newco has also
filed with the SEC a definitive consent solicitation
statement/prospectus and Stone has mailed the definitive consent
solicitation statement/prospectus to its stockholders and has filed
other documents regarding the Transaction with the SEC. This
communication is not a substitute for any proxy statement,
registration statement, proxy statement/prospectus or other
documents Stone and/or Newco may file with the SEC in connection
with the Transaction. INVESTORS AND STOCKHOLDERS OF STONE ARE
URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION
STATEMENT AND THE CONSENT SOLICITATION STATEMENT/PROSPECTUS
REGARDING THE TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and stockholders may obtain a free copy of the consent
solicitation statement/prospectus, as well as other filings
containing information about Talos, Stone and/or Newco, without
charge, at the SEC's website (http://www.sec.gov). Copies of the
consent solicitation statement/prospectus and the filings with the
SEC that are incorporated by reference in the consent solicitation
statement/prospectus may also be obtained, without charge, from
Stone by directing a request to Stone Energy Corporation, 625 E.
Kaliste Saloom Road, Lafayette,
Louisiana, 70508, Attention: Investor Relations, Telephone:
(337) 237-0410, or from Talos by directing a request to Investor
Relations, Telephone: (713) 328-3000.
No Offer or Solicitation
This communication is for
informational purposes only and is not intended to and does not
constitute an offer to subscribe for, buy or sell, the solicitation
of an offer to subscribe for, buy or sell or an invitation to
subscribe for, buy or sell any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to or in
connection with the Transaction or otherwise, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, and otherwise
in accordance with applicable law.
Participants in the Solicitation
Talos, Stone, Newco
and certain of their respective directors, executive officers and
members of management and employees may be deemed to be
participants in the solicitation of written consents in respect of
the Transaction. Information regarding Stone's directors and
executive officers is set forth in Stone's Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K. Information regarding Talos's directors and executive officers
and more detailed information regarding the identity of all
potential participants, and their direct and indirect interests, by
security holdings or otherwise, is set forth in the consent
solicitation statement/prospectus and other relevant materials
filed with the SEC. Free copies of these documents may be obtained
from the sources indicated above.
Stone Energy is an independent oil and natural gas
exploration and production company headquartered in Lafayette,
Louisiana with an additional office in New Orleans.
Stone is engaged in the acquisition, exploration,
development, and production of properties in the Gulf of Mexico basin. For additional
information, contact Kenneth H. Beer, Chief Financial Officer,
at 337-521-2210 phone, 337-521-9880 fax or via e-mail at
CFO@StoneEnergy.com
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SOURCE Stone Energy Corporation