Exhibit 99.1
WRITTEN CONSENT OF STOCKHOLDERS
IN LIEU OF A MEETING
This Written Consent is solicited by the board of directors of Stone Energy Corporation (“Stone Energy”), a Delaware corporation.
Please return this Written Consent, in its entirety, no later than 5:00 p.m., Lafayette, Louisiana time, on [●], 2018, which is the date that Stone Energy has set as the targeted final date for the receipt of written consents. Your shares will be tabulated and voted to approve, disapprove, or abstain for each of the proposals as you indicate below. Any executed written consent returned without indicating a specific choice with respect to any of the proposals set forth below will be voted to APPROVE the proposal(s) with regard to which a specific choice is not indicated.
The undersigned, being a holder of record of shares of common stock, par value $0.01 per share, of Stone Energy as of the close of business on [●], 2018, acting by written consent in lieu of a stockholder meeting, pursuant to the provisions of Section 228 of the Delaware General Corporation Law, hereby consents in writing to the approval and adoption without a meeting of the following proposals and to the taking of each of the actions contemplated thereby with respect to all of the shares of common stock of Stone Energy that the undersigned holds of record.
The undersigned acknowledges receipt of the consent solicitation statement/ prospectus, which is part of the registration statement on FormS-4 (No.333-222341) of Sailfish Energy Holdings Corporation (“New Talos”), a Delaware corporation and a direct wholly owned subsidiary of Stone Energy, and which more fully describes the proposals below.
| 1. | Adoption of the Transaction Agreement, dated as of November 21, 2017, among Stone Energy, New Talos, Sailfish Merger Sub Corporation (“Merger Sub”), an indirect, wholly owned subsidiary of Stone Energy, Talos Energy LLC (“Talos Energy”) and Talos Production LLC (“Talos Production”) (as it may be amended from time to time, the “Transaction Agreement”), and thereby approval and adoption of the transactions contemplated by the Transaction Agreement (the “Transactions”), including (i) the merger of Merger Sub with and into Stone Energy, with Stone Energy surviving the merger as a direct wholly owned subsidiary of New Talos, (ii) the contribution of 100% of the equity interests in Talos Production to New Talos in exchange for shares of New Talos common stock and (iii) the contribution of $102 million in aggregate principal amount of senior unsecured notes issued by Talos Production and Talos Production Finance Inc. to New Talos by entities controlled by or affiliated with Apollo Management VII, L.P., Apollo Commodities Management, L.P., with respect to Series I, and Riverstone Energy Partners V, L.P. in exchange for shares of New Talos common stock. |
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APPROVE ☐ | | DISAPPROVE ☐ | | ABSTAIN ☐ |