NEW YORK--(BUSINESS WIRE)--Mar. 1, 2012--
Rodman & Renshaw, LLC, a wholly owned subsidiary of Rodman &
Renshaw Capital Group, Inc. (NASDAQ: RODM) acted as co-manager to Stone
Energy Corp. (NYSE: SGY), an independent oil & gas exploration &
production company. Stone Energy today announced the pricing of its
private offering of $275 million aggregate principal amount of
Convertible Notes due 2017 (the "Convertible Notes").
The private offering was upsized from the previously announced $250
million aggregate principal amount of Convertible Notes. The Convertible
Notes were offered to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended (the "Securities
Act"). The Convertible Notes will pay interest semiannually at a
rate of 1.75% and will be convertible into cash, shares of the Company's
common stock or a combination of cash and shares of the Company's common
stock, at the Company's election, based on the applicable conversion
rate at such time. The Convertible Notes have an initial conversion rate
of 23.4449 shares of the Company's common stock per $1,000 principal
amount of the Convertible Notes (which is equal to an initial conversion
price of approximately $42.65 per share of the Company's common stock),
representing an initial conversion premium of approximately 33.5% above
the closing price of $31.95 per share of the Company's common stock on
February 29, 2012. The Convertible Notes will mature on March 1, 2017,
unless repurchased or converted in accordance with their terms prior to
such date. Prior to December 1, 2016, the Convertible Notes will be
convertible only upon the occurrence of certain events and during
certain periods, and thereafter, at any time until the second scheduled
trading day immediately preceding the maturity date. The Company expects
to close the offering on or about March 6, 2012, subject to the
satisfaction of various customary closing conditions. Barclays Capital &
Merrill, Lynch, Pierce, Fenner & Smith are acting as joint book-running
managers for the Offering. Rodman & Renshaw, LLC, Tudor, Pickering, Holt
& Co., Capital One Southcoast, Global Hunter Securities, Howard Weil,
Iberia Capital Partners, Johnson Rice & Company, Ladenburg Thalmann &
Co., Simmons & Company International, TD Securities (USA), Dahlman Rose
& Company, and Tuohy Brothers Investment Research are acting as
co-managers for the Offering. In addition, the Company granted an
over-allotment option to the initial purchasers for up to an additional
$25 million aggregate principal amount of Convertible Notes.
In connection with the offering, the Company entered into convertible
note hedge transactions in respect of its common stock with one or more
affiliates of the initial purchasers of the Convertible Notes (the "Option
Counterparties"). These convertible note hedge transactions are
expected to reduce the potential dilution upon future conversion of the
Convertible Notes. In addition, the Company entered into separate
warrant transactions with the Option Counterparties with an initial
strike price of $55.9125 per share, subject to certain adjustments,
which is approximately 75% higher than the closing price of the
Company's common stock on February 29, 2012. The warrants cover a number
of shares of the Company's common stock equal to the number of shares of
common stock underlying the Convertible Notes, subject to certain
adjustments. The warrant transactions could separately have a dilutive
effect to the extent that the market value per share of the Company's
common stock exceeds the applicable strike price of the warrants. If the
initial purchasers exercise their over-allotment option, the Company
expects to enter into additional convertible note hedge and warrant
transactions with the Option Counterparties.
The Company intends to apply a portion of the net proceeds from the sale
of the Convertible Notes and the proceeds from the warrant transactions
to fund the cost of the convertible note hedge transactions entered into
between the Company and the Option Counterparties. The Company expects
to apply the remaining approximately $239 million of net proceeds for
general corporate purposes, which may include providing longer term
financing for the recently closed Pompano, Wideberth and Appalachian
acquisitions and the repayment of outstanding borrowings under the
Company's bank credit facility.
This press release is neither an offer to sell nor a solicitation of an
offer to buy the Convertible Notes or the shares of common stock
issuable upon conversion of the Convertible Notes, nor shall there be
any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or jurisdiction.
The Convertible Notes and the common stock issuable upon conversion of
the Convertible Notes have not been registered under the Securities Act,
or the securities laws of any other jurisdiction, and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements. The offering is being made to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act.
About Stone Energy Corp.
Stone Energy is an independent oil and natural gas exploration and
production company headquartered in Lafayette, Louisiana with additional
offices in New Orleans, Houston and Morgantown, West Virginia. Stone’s
business strategy is to leverage cash flow generated from existing
assets to maintain relatively stable GOM shelf production, profitably
grow gas reserves and production in price-advantaged basins such as
Appalachia and the Gulf Coast Basin, and profitably grow oil reserves
and production in material impact areas such as the deep water GOM and
onshore oil. 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.
Forward Looking Statement
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 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 of wells and future financial or operating results are
forward-looking statements. Important factors that could cause actual
results to differ materially from those in the forward-looking
statements herein include the timing and extent of changes in commodity
prices for oil and gas, operating risks, liquidity risks, political and
regulatory developments and legislation, including developments and
legislation relating to our operations in the Gulf of Mexico and
Appalachia, and other risk factors and known trends and uncertainties as
described in Stone's Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q as filed with the SEC. 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.
About Rodman & Renshaw, LLC
Rodman & Renshaw Capital Group, Inc. (NASDAQ: RODM) is a holding company
with a number of direct and indirect subsidiaries, including Rodman &
Renshaw, LLC.
Rodman & Renshaw is a full-service investment bank dedicated to
providing corporate finance, strategic advisory and related services to
public and private companies across multiple sectors and regions. Rodman
also provides research and sales and trading services to institutional
investors. Rodman is the leader in the PIPE (private investment in
public equity) and RD (registered direct offering) transaction markets.
According to Sagient Research Systems, Rodman has been ranked the #1
Placement Agent in terms of the aggregate number of PIPE and RD
financing transactions completed every year since 2005.
For more information visit Rodman & Renshaw on the Internet at www.rodm.com
MEMBER FINRA, SIPC
Source: Rodman & Renshaw, LLC
Rodman & Renshaw Capital Group, Inc.
Dave Horin,
212-356-0545
Chief Financial Officer
