Description of the Notes. The Notes will be issued under an indenture to entered into between Stone Energy Corporation, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, in a transaction not registered under the Securities Act. The following description is only a summary of the material provisions of the Notes and the indenture. We urge you to read the indenture in its entirety because it, and not this description, define your rights as a holder of the Notes. You may request copies of this document as set forth under the caption “Where You Can Find More Information.” When we refer to “Stone Energy Corporation,” “Stone Energy,” “we,” “our” or “us” in this section, we refer only to Stone Energy Corporation and not its subsidiaries (unless the context otherwise requires). In addition, all references to interest in this offering memorandum include additional interest, if any, payable pursuant to the provisions set forth below under the heading “—No Registration Rights; Additional Interest,” and additional interest, if any, payable at our election as the sole remedy relating to the failure to comply with our reporting obligations pursuant to the provisions set forth below under the heading “—Events of Default; Notice and Waiver.” The Notes will: • initially be limited to $250.0 million aggregate principal amount ($275.0 million aggregate principal amount if the initial purchasers exercise in full their option to purchase additional Notes); • bear interest at a rate of % per year, payable semi-annually in arrears, on March 1 and September 1 of each year, commencing on September 1, 2012; • be general unsecured obligations, ranking equally with all of our other unsecured senior indebtedness and senior in right of payment to any subordinated indebtedness; • be convertible by you at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, only during certain periods or upon satisfaction of one of the conditions for conversion, as described under “—Conversion Rights,” into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on an initial conversion rate of shares of our common stock per $1,000 principal amount of Notes (subject to adjustment as set forth in this offering memorandum), which represents an initial conversion price of approximately $ per share of our common stock; • not be subject to redemption at our option prior to maturity; • be subject to repurchase by us at your option if a fundamental change occurs, at a cash repurchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as set forth under “—Fundamental Change Put”; and • be due on March 1, 2017, unless earlier converted or repurchased by us at your option. Neither we nor any of our subsidiaries will be subject to any financial covenants under the indenture. In addition, neither we nor any of our subsidiaries will be restricted under the indenture from paying dividends, incurring debt or issuing or repurchasing our securities. You are not afforded protection under the indenture in the event of a highly leveraged transaction, certain significant changes in the composition of our board or a change in control of us, except to the extent described below under “—Conversion Rights—Adjustment to Conversion Rate Upon a Make-Whole Fundamental Change” and “—Fundamental Change Put.” The Notes will not be redeemable at our option prior to their maturity. No sinking fund is provided for the Notes, and the Notes will not be subject to defeasance. The Notes initially will be issued in book-entry form only in denominations of $1,000 principal amount and whole multiples thereof. Beneficial interests in the Notes will be shown on, and transfers of beneficial interests in the Notes will be effected only through, records maintained by The Depository Trust Company, or DTC, or its nominee, and any such interests may not be exchanged for certificated Notes except in limited circumstances. For information regarding conversion, registration of transfer and exchange of global Notes held in DTC, see “—Form, Denomination and Registration—Global Notes, Book-Entry Form.” If certificated Notes are issued, you may present them for conversion, registration of transfer and exchange, without service charge, at our office or agency in New York City, which will initially be the office or agency of the trustee in New York City. A holder of the Notes may not sell or otherwise transfer the Notes or any shares of our common stock issuable upon conversion of the Notes except in compliance with the provisions set forth below under “—No Registration Rights; Additional Interest” and “Transfer Restrictions.” We may, without the consent of the holders of the Notes, increase the aggregate principal amount of the Notes by issuing additional Notes in the future on the same terms and conditions, except for any differences in the issue price and interest accrued prior to the issue date of the additional Notes; provided that if any such additional Notes are not fungible with the Notes initially offered hereby for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP number. The Notes offered by this offering memorandum and any additional Notes would rank equally and ratably and would be treated as a single class for all purposes under the indenture. No additional Notes may be issued if any event of default has occurred and is continuing with respect to the Notes. On the maturity date, each holder will be entitled to receive on such date $1,000 in cash for each $1,000 in principal amount of Notes, together with any accrued and unpaid interest to, but excluding, the maturity date. With respect to global Notes, principal and any interest will be paid to DTC in immediately available funds. With respect to any certificated Notes, principal and any interest will be payable at our office or agency in New York City, which initially will be the office or agency of the trustee in New York City.
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Description of the Notes. The You can find the definitions of certain terms used in this description under “— Description of the Entergy Notes — Certain Definitions Under the Entergy Indenture” and “— Description of the Enexus Notes — Certain Definitions Under the Enexus Indenture.” In this description, “Entergy” refers only to Entergy Corporation and not to any of its subsidiaries and “Enexus” refers only to Enexus Energy Corporation and not to any of its subsidiaries. Entergy’s % Senior Notes due 20 (the “20 Entergy notes”) and % Senior Notes due 20 (the “20 Entergy notes”) are referred to collectively as the “Entergy notes.” Enexus’ % Senior Notes due (the “20 Enexus notes”) and % Senior Notes due 20 (the “20 Enexus notes”) are referred collectively to as the “Enexus notes.” Entergy will be issued issue the 20 Entergy notes and the 20 Entergy notes under an a second supplemental indenture to entered into the indenture between Stone Energy Corporation, as issuer, itself and The Deutsche Bank of New York Mellon Trust Company, N.A.Company Americas, as trustee, dated as of December 1, 2002, as supplemented by the first supplemental indenture between itself and Deutsche Bank Trust Company Americas, as trustee, dated as of December 20, 2005, which are collectively referred to herein as the “Entergy indenture.” The terms of the Entergy notes include those stated in a transaction not registered under the Securities Entergy indenture and those made part of the Entergy indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The following description is only a summary of the material provisions of the Notes Entergy notes and the Entergy indenture. We urge you It does not restate the Entergy notes and the Entergy indenture in their entirety. You are urged to read the Entergy notes and the Entergy indenture in its entirety because itthey, and not this description, define your rights as a holder holders of the NotesEntergy notes. You may request copies Copies of this document the proposed form of the Entergy indenture are available as set forth described under the caption “Where You Can Find More Information.” When we refer to “Stone Energy Corporation,” “Stone Energy,” “we,” “our” or “us” Certain defined terms used in this section, we refer only to Stone Energy Corporation and description but not its subsidiaries (unless the context otherwise requires). In addition, all references to interest in this offering memorandum include additional interest, if any, payable pursuant to the provisions set forth below under the heading “—No Registration Rights; Additional Interest,” and additional interest, if any, payable at our election as the sole remedy relating to the failure to comply with our reporting obligations pursuant to the provisions set forth below under the heading “—Events of Default; Notice and Waiver.” The Notes will: • initially be limited to $250.0 million aggregate principal amount ($275.0 million aggregate principal amount if the initial purchasers exercise in full their option to purchase additional Notes); • bear interest at a rate of % per year, payable semi-annually in arrears, on March 1 and September 1 of each year, commencing on September 1, 2012; • be general unsecured obligations, ranking equally with all of our other unsecured senior indebtedness and senior in right of payment to any subordinated indebtedness; • be convertible by you at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, only during certain periods or upon satisfaction of one of the conditions for conversion, as described under “—Conversion Rights,” into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on an initial conversion rate of shares of our common stock per $1,000 principal amount of Notes (subject to adjustment as set forth in this offering memorandum), which represents an initial conversion price of approximately $ per share of our common stock; • not be subject to redemption at our option prior to maturity; • be subject to repurchase by us at your option if a fundamental change occurs, at a cash repurchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as set forth under “—Fundamental Change Put”; and • be due on March 1, 2017, unless earlier converted or repurchased by us at your option. Neither we nor any of our subsidiaries will be subject to any financial covenants under the indenture. In addition, neither we nor any of our subsidiaries will be restricted under the indenture from paying dividends, incurring debt or issuing or repurchasing our securities. You are not afforded protection under the indenture in the event of a highly leveraged transaction, certain significant changes in the composition of our board or a change in control of us, except to the extent described defined below under “—Conversion Rights—Adjustment — Certain Definitions Under the Entergy Indenture” have the meanings assigned to Conversion Rate Upon a Make-Whole Fundamental Change” and “—Fundamental Change Put.” The Notes will not be redeemable at our option prior to their maturity. No sinking fund is provided for them in the Notes, and the Notes will not be subject to defeasanceEntergy indenture. The Notes initially will be issued in book-entry form only in denominations of $1,000 principal amount and whole multiples thereof. Beneficial interests in the Notes will be shown on, and transfers of beneficial interests in the Notes will be effected only through, records maintained by The Depository Trust Company, or DTC, or its nominee, and any such interests may not be exchanged for certificated Notes except in limited circumstances. For information regarding conversion, registration of transfer and exchange of global Notes held in DTC, see “—Form, Denomination and Registration—Global Notes, Book-Entry Form.” If certificated Notes are issued, you may present them for conversion, registration of transfer and exchange, without service charge, at our office or agency in New York City, which will initially be the office or agency of the trustee in New York City. A registered holder of the Notes may not sell or otherwise transfer the Notes or any shares of our common stock issuable upon conversion of the Notes except in compliance with the provisions set forth below under “—No Registration Rights; Additional Interest” and “Transfer Restrictions.” We may, without the consent of the holders of the Notes, increase the aggregate principal amount of the Notes by issuing additional Notes in the future on the same terms and conditions, except for any differences in the issue price and interest accrued prior to the issue date of the additional Notes; provided that if any such additional Notes are not fungible with the Notes initially offered hereby for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP number. The Notes offered by this offering memorandum and any additional Notes would rank equally and ratably and would be an Entergy note is treated as a single class the owner of it for all purposes purposes. Only registered holders have rights under the Entergy indenture. No additional Notes may be issued if any event of default has occurred and is continuing with respect to the Notes. On the maturity date, each holder will be entitled to receive on such date $1,000 in cash for each $1,000 in principal amount of Notes, together with any accrued and unpaid interest to, but excluding, the maturity date. With respect to global Notes, principal and any interest will be paid to DTC in immediately available funds. With respect to any certificated Notes, principal and any interest will be payable at our office or agency in New York City, which initially will be the office or agency of the trustee in New York City.
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Description of the Notes. The Notes We will be issued issue the notes offered by this prospectus supplement (the “notes”) under an indenture indenture, which we refer to entered into as the base indenture, dated as of August 9, 2017, between Stone Energy Corporation, as issuer, us and The U.S. Bank of New York Mellon Trust Company, N.A.National Association (as successor to U.S. Bank National Association), as trustee, which we refer to as the trustee, as supplemented by a supplemental indenture establishing the terms of the notes, which we refer to as the supplemental indenture. We refer to the base indenture and the supplemental indenture, collectively, as the indenture. The terms of the notes include those expressly set forth in a transaction not registered under the Securities indenture and those made part of the indenture by reference to the Trust Indenture Act. You may request a copy of the indenture from us as described below under “Where You Can Find More Information and Incorporation by Reference.” The following description is only a summary of the material provisions of the Notes notes and (solely as it applies to the notes) the indenture and does not purport to be complete. This summary is subject to, and is qualified by reference to, all the provisions of the notes and the indenture, including the definitions of certain terms used in the indenture. We urge you to read the indenture in its entirety these documents because itthey, and not this description, define your rights as a holder of the Notesnotes. You may request copies This description of the notes supplements and, to the extent it is inconsistent with, replaces the description of the general provisions of the debt securities and the base indenture in the accompanying prospectus. For purposes of this document as set forth under the caption “Where You Can Find More Information.” When we refer description, references to “Stone Energy Ready Capital Corporation,” “Stone Energyour company,” “we,” “our” or and “us” in this section, we refer only solely to Stone Energy Ready Capital Corporation and not to its subsidiaries (unless the context otherwise requires). In addition, all references to interest in this offering memorandum include additional interest, if any, payable pursuant to the provisions set forth below under the heading “—No Registration Rights; Additional Interest,” and additional interest, if any, payable at our election as the sole remedy relating to the failure to comply with our reporting obligations pursuant to the provisions set forth below under the heading “—Events of Default; Notice and Waiversubsidiaries.” The Notes will: • initially be limited to $250.0 million aggregate principal amount ($275.0 million aggregate principal amount if the initial purchasers exercise in full their option to purchase additional Notes); • bear interest at a rate of % per year, payable semi-annually in arrears, on March 1 and September 1 of each year, commencing on September 1, 2012; • be general unsecured obligations, ranking equally with all of our other unsecured senior indebtedness and senior in right of payment to any subordinated indebtedness; • be convertible by you at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, only during certain periods or upon satisfaction of one of the conditions for conversion, as described under “—Conversion Rights,” into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on an initial conversion rate of shares of our common stock per $1,000 principal amount of Notes (subject to adjustment as set forth in this offering memorandum), which represents an initial conversion price of approximately $ per share of our common stock; • not be subject to redemption at our option prior to maturity; • be subject to repurchase by us at your option if a fundamental change occurs, at a cash repurchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as set forth under “—Fundamental Change Put”; and • be due on March 1, 2017, unless earlier converted or repurchased by us at your option. Neither we nor any of our subsidiaries will be subject to any financial covenants under the indenture. In addition, neither we nor any of our subsidiaries will be restricted under the indenture from paying dividends, incurring debt or issuing or repurchasing our securities. You are not afforded protection under the indenture in the event of a highly leveraged transaction, certain significant changes in the composition of our board or a change in control of us, except to the extent described below under “—Conversion Rights—Adjustment to Conversion Rate Upon a Make-Whole Fundamental Change” and “—Fundamental Change Put.” The Notes will not be redeemable at our option prior to their maturity. No sinking fund is provided for the Notes, and the Notes will not be subject to defeasance. The Notes initially will be issued in book-entry form only in denominations of $1,000 principal amount and whole multiples thereof. Beneficial interests in the Notes will be shown on, and transfers of beneficial interests in the Notes will be effected only through, records maintained by The Depository Trust Company, or DTC, or its nominee, and any such interests may not be exchanged for certificated Notes except in limited circumstances. For information regarding conversion, registration of transfer and exchange of global Notes held in DTC, see “—Form, Denomination and Registration—Global Notes, Book-Entry Form.” If certificated Notes are issued, you may present them for conversion, registration of transfer and exchange, without service charge, at our office or agency in New York City, which will initially be the office or agency of the trustee in New York City. A holder of the Notes may not sell or otherwise transfer the Notes or any shares of our common stock issuable upon conversion of the Notes except in compliance with the provisions set forth below under “—No Registration Rights; Additional Interest” and “Transfer Restrictions.” We may, without the consent of the holders of the Notes, increase the aggregate principal amount of the Notes by issuing additional Notes in the future on the same terms and conditions, except for any differences in the issue price and interest accrued prior to the issue date of the additional Notes; provided that if any such additional Notes are not fungible with the Notes initially offered hereby for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP number. The Notes offered by this offering memorandum and any additional Notes would rank equally and ratably and would be treated as a single class for all purposes under the indenture. No additional Notes may be issued if any event of default has occurred and is continuing with respect to the Notes. On the maturity date, each holder will be entitled to receive on such date $1,000 in cash for each $1,000 in principal amount of Notes, together with any accrued and unpaid interest to, but excluding, the maturity date. With respect to global Notes, principal and any interest will be paid to DTC in immediately available funds. With respect to any certificated Notes, principal and any interest will be payable at our office or agency in New York City, which initially will be the office or agency of the trustee in New York City.
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Description of the Notes. In July 2022, we issued $80.0 million aggregate principal amount of 7.375% Senior Notes due 2027 (the “existing notes”) pursuant to an indenture, which we refer to as the base indenture, dated as of August 9, 2017, between us and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee, which we refer to as the trustee, as supplemented by the third supplemental indenture, dated February 26, 2019, and the eighth supplemental indenture, dated July 25, 2022, establishing the terms of the notes, which we refer to as the supplemental indenture. We refer to the base indenture and the third and eighth supplemental indentures, collectively, as the indenture. The Notes terms of the notes include those expressly set forth in the indenture and those made part of the indenture by reference to the Trust Indenture Act. The indenture was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on July 25, 2022. You may request a copy of the indenture from us as described below under “Where You Can Find More Information and Incorporation by Reference.” The $20.0 million aggregate principal amount of new notes offered hereby will be issued pursuant to the same indenture as the existing notes. The new notes will be fully fungible for U.S. federal income tax purposes with the existing notes, will be treated as a single series of debt securities with the existing notes for all purposes under the indenture (including, without limitation, waivers, amendments and offers to purchase) and will be issued under an the same CUSIP and ISIN numbers as the existing notes. Holders of the existing notes, the new notes offered hereby and any additional notes of the same series that we issue in the future pursuant to the indenture to entered into between Stone Energy Corporation, will vote as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee, in a transaction not registered one class under the Securities Actindenture. The following description is only a summary of the material provisions of the Notes notes and (solely as it applies to the notes) the indenture and does not purport to be complete. This summary is subject to, and is qualified by reference to, all the provisions of the notes and the indenture, including the definitions of certain terms used in the indenture. We urge you to read the indenture in its entirety these documents because itthey, and not this description, define your rights as a holder of the Notesnotes. You may request copies This description of the notes supplements and, to the extent it is inconsistent with, replaces the description of the general provisions of the debt securities and the base indenture in the accompanying prospectus. For purposes of this document as set forth under the caption “Where You Can Find More Information.” When we refer description, references to “Stone Energy Ready Capital Corporation,” “Stone Energyour company,” “we,” “our” or and “us” in this section, we refer only solely to Stone Energy Ready Capital Corporation and not to its subsidiaries (unless the context otherwise requires). In addition, all references to interest in this offering memorandum include additional interest, if any, payable pursuant to the provisions set forth below under the heading “—No Registration Rights; Additional Interest,” and additional interest, if any, payable at our election as the sole remedy relating to the failure to comply with our reporting obligations pursuant to the provisions set forth below under the heading “—Events of Default; Notice and Waiversubsidiaries.” The Notes will: • initially be limited to $250.0 million aggregate principal amount ($275.0 million aggregate principal amount if the initial purchasers exercise in full their option to purchase additional Notes); • bear interest at a rate of % per year, payable semi-annually in arrears, on March 1 and September 1 of each year, commencing on September 1, 2012; • be general unsecured obligations, ranking equally with all of our other unsecured senior indebtedness and senior in right of payment to any subordinated indebtedness; • be convertible by you at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, only during certain periods or upon satisfaction of one of the conditions for conversion, as described under “—Conversion Rights,” into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on an initial conversion rate of shares of our common stock per $1,000 principal amount of Notes (subject to adjustment as set forth in this offering memorandum), which represents an initial conversion price of approximately $ per share of our common stock; • not be subject to redemption at our option prior to maturity; • be subject to repurchase by us at your option if a fundamental change occurs, at a cash repurchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date, as set forth under “—Fundamental Change Put”; and • be due on March 1, 2017, unless earlier converted or repurchased by us at your option. Neither we nor any of our subsidiaries will be subject to any financial covenants under the indenture. In addition, neither we nor any of our subsidiaries will be restricted under the indenture from paying dividends, incurring debt or issuing or repurchasing our securities. You are not afforded protection under the indenture in the event of a highly leveraged transaction, certain significant changes in the composition of our board or a change in control of us, except to the extent described below under “—Conversion Rights—Adjustment to Conversion Rate Upon a Make-Whole Fundamental Change” and “—Fundamental Change Put.” The Notes will not be redeemable at our option prior to their maturity. No sinking fund is provided for the Notes, and the Notes will not be subject to defeasance. The Notes initially will be issued in book-entry form only in denominations of $1,000 principal amount and whole multiples thereof. Beneficial interests in the Notes will be shown on, and transfers of beneficial interests in the Notes will be effected only through, records maintained by The Depository Trust Company, or DTC, or its nominee, and any such interests may not be exchanged for certificated Notes except in limited circumstances. For information regarding conversion, registration of transfer and exchange of global Notes held in DTC, see “—Form, Denomination and Registration—Global Notes, Book-Entry Form.” If certificated Notes are issued, you may present them for conversion, registration of transfer and exchange, without service charge, at our office or agency in New York City, which will initially be the office or agency of the trustee in New York City. A holder of the Notes may not sell or otherwise transfer the Notes or any shares of our common stock issuable upon conversion of the Notes except in compliance with the provisions set forth below under “—No Registration Rights; Additional Interest” and “Transfer Restrictions.” We may, without the consent of the holders of the Notes, increase the aggregate principal amount of the Notes by issuing additional Notes in the future on the same terms and conditions, except for any differences in the issue price and interest accrued prior to the issue date of the additional Notes; provided that if any such additional Notes are not fungible with the Notes initially offered hereby for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP number. The Notes offered by this offering memorandum and any additional Notes would rank equally and ratably and would be treated as a single class for all purposes under the indenture. No additional Notes may be issued if any event of default has occurred and is continuing with respect to the Notes. On the maturity date, each holder will be entitled to receive on such date $1,000 in cash for each $1,000 in principal amount of Notes, together with any accrued and unpaid interest to, but excluding, the maturity date. With respect to global Notes, principal and any interest will be paid to DTC in immediately available funds. With respect to any certificated Notes, principal and any interest will be payable at our office or agency in New York City, which initially will be the office or agency of the trustee in New York City.
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