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SGY > SEC Filings for SGY > Form 8-K on 6-Nov-2012All Recent SEC Filings

Show all filings for STONE ENERGY CORP

Form 8-K for STONE ENERGY CORP


6-Nov-2012

Results of Operations and Financial Condition, Regulation FD Disclosure, Financ


Item 2.02. Results of Operations and Financial Condition.

On November 6, 2012, we issued a press release with respect to our third quarter 2012 results. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The press release contains a non-GAAP financial measure we call "discretionary cash flow" (discussed below) that may be deemed a non-GAAP financial measure as defined in Item 10 of Regulation S-K under the Securities Exchange Act of 1934 (the "Exchange Act"). The most directly comparable generally accepted accounting principle (GAAP) financial measure and information reconciling the GAAP and non-GAAP financial measure "discretionary cash flow" is also included in the press release.

In the press release, we refer to a non-GAAP financial measure we call discretionary cash flow. Management believes this measure is a financial indicator of our company's ability to internally fund capital expenditures and service debt. Management also believes this non-GAAP financial measure of cash flow is useful information to investors because it is widely used by professional research analysts in the valuation, comparison, rating and investment recommendations of companies within the oil and gas exploration and production industry. Many investors use the published research of these analysts in making their investment decisions. Discretionary cash flow should not be considered an alternative to net cash provided by operating activities or net income, as defined by GAAP.



Item 7.01. Regulation FD Disclosure.

The information set forth under Item 2.02 of this Current Report on Form 8-K is hereby incorporated in Item 7.01 by reference.

On November 6, 2012, we issued a press release which announced that we had received, as of 5:00 p.m., New York City Time, on November 5, 2012, tenders and consents from holders of approximately $136.1million in aggregate principal amount, or approximately 68%, of our outstanding 6 3/4% Senior Subordinated Notes due 2014 (the "Notes") in connection with our previously announced cash tender offer and consent solicitation for the Notes, which commenced on October 22, 2012. The press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information, including Exhibits 99.1 and 99.2, be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated November 6, 2012, "Stone Energy Corporation Announces Third Quarter 2012 Results".

99.2 Press release dated November 6, 2012, "Stone Energy Corporation Announces Successful Results of the Tender Offer for Its 6 3/4% Senior Subordinated Notes due 2014".

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