Filed by Sabine Oil & Gas LLC

Pursuant to Rule 425 of the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Forest Oil Corporation

Commission File No.: 001-13515

Sabine Oil & Gas LLC posted the following investor presentation to its website on May 13, 2014:

Combination of Sabine Oil & Gas LLC and

Forest Oil Corporation

May 6, 2014

Forward Looking Statements

1

IMPORTANT

ADDITIONAL

INFORMATION

WILL

BE

FILED

WITH

THE

SEC

In

connection

with

the

proposed

transactions,

New

Forest

Oil

Inc.

(which

will

be

renamed

Sabine

Oil

&

Gas

Corporation

as

of

the

closing

of

the

proposed

transaction)

(“Holdco”)

intends

to

file

with

the

SEC

a

registration

statement

on

Form

S-that

will

include

the

proxy

statement

of

Forest

Oil

Corporation

that

also

constitutes

a

prospectus

of

Holdco.

Each

of

Holdco

and

Forest

Oil

Corporation

also

plan

to

file

other

relevant

documents

with

the

SEC

regarding

the

proposed

transactions.

INVESTORS

ARE

URGED

TO

READ

THE

PROXY

STATEMENT/PROSPECTUS

AND

OTHER

RELEVANT

DOCUMENTS

FILED

WITH

THE

SEC

IF

AND

WHEN

THEY

BECOME

AVAILABLE

BECAUSE

THEY

WILL

CONTAIN

IMPORTANT

INFORMATION.

You

may

obtain

a

free

copy

of

the

joint

proxy

statement/prospectus

(if

andwhen

it

becomes

available)

and

other

relevant

documents

filed

by

Holdco

and

Forest

Oil

Corporation

with

the

SEC

at

the

SEC’s

website

at

www.sec.gov.

You

may

also

obtain

these

documents

by

contacting

Holdco

or

Forest

Oil

Corporation

at

Forest

Oil

Corporation’s

Investor

Relations

department

at

www.forestoil.com

or

by

email

at

IR@forestoil.com.

PARTICIPANTS

IN

THE

SOLICITATION

Holdco,

Forest

Oil

Corporation,

Sabine

Oil

&

Gas

LLC

and

their

respective

directors

and

executive

officers

and

other

members

of

management

and

employees

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

in

respect

of

the

proposed

transactions.

Information

about

Forest

Oil

Corporation’s

directors

and

executive

officers

is

available

in

Forest

Oil

Corporation’s

proxy

statement

dated

March

26,

2014,

for

its

2014

annual

meeting

of

shareholders.

Information

about

Sabine

Oil

&

Gas

LLC’s

directors

and

executive

officers

was

filed

by

Sabine

Oil

&

Gas

LLC

with

the

SEC

on

May

6,

2014

pursuant

to

Rule

14a-12

promulgated

under

the

Securities

Exchange

Act

of

1934.

Other

information

regarding

the

participants

in

the

proxy

solicitations

and

a

description

of

their

direct

and

indirect

interests,

by

security

holdings

or

otherwise,

will

be

contained

in

the

proxy

statement/prospectus

and

other

relevant

materials

to

be

filed

with

the

SEC

regarding

the

proposed

transactions

when

they

become

available.

Investors

should

read

the

proxy

statement/prospectus

carefully

when

it

becomes

available

before

making

any

voting

or

investment

decisions.

You

may

obtain

free

copies

of

these

documents

from

Holdco

or

Forest

Oil

Corporation

using

the

sources

indicated

above.

This

document

shall

not

constitute

an

offer

to

sell

or

the

solicitation

of

an

offer

to

buy

any

securities,

nor

shall

there

be

any

sale

of

securities

in

any

jurisdiction

in

which

such

offer,

solicitation

or

sale

would

be

unlawful

prior

to

registration

or

qualification

under

the

securities

laws

of

any

such

jurisdiction.

No

offering

of

securities

shall

be

made

except

by

means

of

a

prospectus

meeting

the

requirements

of

Section

10

of

the

U.S.

Securities

Act

of

1933,

as

amended.

CAUTIONARY

NOTE

REGARDING

FORWARD-LOOKING

STATEMENTS

This

document

contains

forward-looking

statements

concerning

the

proposed

transactions,

its

financial

and

business

impact,

management’s

beliefs

and

objectives

with

respect

thereto,

and

management’s

current

expectations

for

future

operating

and

financial

performance,

based

on

assumptions

currently

believed

to

be

valid.

Forward-looking

statements

are

all

statements

other

than

statements

of

historical

facts.

The

words

“anticipates,”

“may,”

“can,”

“plans,”

“believes,”

“estimates,”

“expects,”

“projects,”

“intends,”

“likely,”

“will,”

“should,”

“to

be,”

and

any

similar

expressions

or

otherwords

of

similar

meaning

are

intended

to

identify

those

assertions

as

forward-looking

statements.

It

is

uncertain

whether

the

events

anticipated

will

transpire,

or

if

they

do

occur

what

impact

they

will

have

on

the

results

of

operations

and

financial

condition

of

Holdco,

Forest

Oil

Corporation

or

Sabine

Oil

&

Gas

LLC.

These

forward-looking

statements

involve

significant

risks

and

uncertainties

that

could

cause

actual

results

to

differ

materially

from

those

anticipated,

including

but

not

limited

to

the

ability

of

the

parties

to

satisfy

the

conditions

precedent

and

consummate

the

proposed

transactions,

the

timing

of

consummation

of

the

proposed

transactions,

the

ability

of

the

parties

to

secure

regulatory

approvals

in

a

timely

manner

or

on

the

terms

desired

or

anticipated,

the

ability

of

Holdco

to

integrate

the

acquired

operations,

the

ability

to

implement

the

anticipated

business

plans

following

closing

and

achieve

anticipated

benefits

and

savings,

and

the

ability

to

realize

opportunities

for growth.  Other important

economic, political, regulatory, legal, technological,

competitive and other uncertainties are identified in the documents filed with the SEC by Holdco or

Forest

Oil

Corporation

from

time

to

time,

including

Forest

Oil

Corporation’s

Annual

Reports

on

Form

10-K,

Quarterly

Reports

on

Form

10-Q,

and

Current

Reports

on

Form

8-K.

For

additional

information

on

the

risks

and

uncertainties

that

could

impact

Sabine

Oil

&

Gas

LLC’s

business

and

operations,

please

see

the

Annual

Report

posted

to

the

investor

relations

section

of

itsweb

site

at

www.sabineoil.com.

The

forward-looking

statements

including

in

this

document

are

made

only

as

of

the

date

hereof.

None

of

Holdco,

Forest

Oil

Corporation

nor

Sabine

Oil

&

Gas

LLC

undertakes

any

obligation

to

update

the

forward-looking

statements

included

in

this

document

to

reflect

subsequent

events

or circumstances.

»

All-stock strategic combination between Sabine Oil & Gas LLC (“Sabine”) and

Forest Oil Corporation (“Forest”

or “FST”) under a newly incorporated public

holding company, Sabine Oil & Gas Corporation (“SABO”), expected to be listed on

the NYSE

»

Company headquarters –

Houston, Texas

»

Each Forest share to be exchanged for 0.1 shares of SABO

•

Designed to replicate a 10 for 1 reverse stock split

»

Former Sabine unitholders to own 73.5% of pro forma shares

»

Former Forest shareholders to own 26.5% of pro forma shares

»

Board representation proportional to ownership interest

•

6 current Sabine directors, 2 current Forest directors

•

C-Suite Team from Sabine

•

David Sambrooks –

Chairman and Chief Executive Officer

•

Shane Bayless –

Chief Financial Officer

•

Todd Levesque –

Chief Operating Officer

»

Approval by Forest shareholders

»

Customary regulatory approvals

»

Closing expected in late Q3 / early Q4

Transaction Summary

2

Transaction

Overview

Consideration

Board /

Management

Key

Conditions

/

Timing

»

Extensive overlap in top two asset areas: East Texas and Eagle Ford

»

Creates a leading East Texas position of ~207,000 net acres

•

Compelling

inventory

of

high

return,

liquids-rich

Cotton

Valley

Sand

opportunities

•

Significant

inventory

of

Haynesville

drilling

opportunities

with

compelling

current

economics

and

significant

upside

value

»

Complementary positions in the Eagle Ford, creating significant scale of ~65,000 net acres

•

Sabine’s Eagle Ford results top 10% in the industry in 2013

»

Combined

12/31/13

proved

reserves

of

1.5

Tcfe

(71%

gas)

and

2014E

production

of

~345

Mmcfed

(65%

gas)

based

on

based

on

respective

company

guidance

»

Substantial production and cash flow growth

•

Over 20% pro forma 2014E production growth

»

Cost savings from reduced overhead and streamlined operations

»

Ability to optimize capital allocation on $800 -

$825 million capital program

»

Will apply top tier operational results across portfolio

»

Liquidity to fund drilling program through 2015 without accessing capital markets

»

Clear path to improving balance sheet through property divestments and optimized capital

allocation -

to be implemented as a top priority

»

First Reserve, an energy-focused private equity firm, remains a controlling shareholder

Strategic Rationale

3

Complementary

Asset Positions

Scale and

Growth

Operating

Synergies

Capitalization

Leadership

4

David Sambrooks

Chief Executive Officer

•

Former Vice President and General Manager of Devon Energy Corporation's Southern Division and

prior to that,

their International Division

•

Over his thirty-four years of experience, held various executive, business development and

engineering positions with Sun Oil Company / Oryx Energy and Santa Fe Energy Resources / Santa

Fe Snyder Corporation

•

Bachelor of Science degree in Mechanical Engineering from the University of Texas at Austin and a

Master of Business Administration from the Executive Program at the University of Houston

Shane Bayless

Executive Vice President and

Chief Financial Officer

•

Former Executive Vice President -

Chief Financial Officer and Treasurer with Petrohawk Energy

•

Over his twenty-four years of experience, held various executive and senior positions with 3TEC

Energy, Encore Acquisition Company, Hugoton Energy and Ernst & Young

•

Bachelor of Science in Accounting from Wichita State University and a Certified Public Accountant

Todd Levesque

Executive Vice President and

Chief Operating Officer

•

Previously served as Senior Vice President of Engineering and Development of Sabine

•

Over

his

twenty-two

years

of

experience,

held

various

engineering

and

management

positions

with

Devon/Ocean

Energy,

Burlington

Resources

and

Amerada

Hess

•

Bachelor of Science degree in Petroleum Engineering from Texas A&M University

»

The combined company’s management team has been together since Sabine’s formation in 2007, delivering

top-tier well results and production/cash flow/asset growth

T E X A S

O K L A H O M A

L O U I S I A N A

M I S S I S S I P P I

Sabine Acreage                      Forest Acreage

Complementary Asset Footprints

5

1

Daily production representative of 1Q 2014 production

2

Does not include additional acreage in North Louisiana or ~71,000 DK exploratory net acres in East Texas

Map of Acreage Position

(1)

•

~64,500 net acres

•

74 Mmcfe/d (31% gas)

Gonzales

DeWitt

Lavaca

Karnes

Wilson

Eagle Ford

A R K A N S A S

Arkoma

Mississippi

•

~207,000

net

acres

(2)

•

178

Mmcfe/d

(81%

gas)

Panola

De Soto

Caddo

Rusk

Gregg

Smith

Cherokee

Upshur

Marion

Harrison

East Texas

Combined Total

»

~424,000 net acres

»

~290 Mmcfe/d current

production (67% gas)

»

1,464 Bcfe proved

reserves (61% PD; 71%

gas)

»

Creates one of the

largest East Texas

positions with

concentrated and

contiguous acreage

Granite Wash

•

~33,500 net acres

•

15 Mmcfe/d (29% gas)

Permian Basin

•

~60,250 net acres

•

No material production

•

~35,000 net acres

•

22 Mmcfe/d (100% gas)

•

~14,600 net acres

•

No current production

Pro Forma Asset Profile

6

FY2014E Production Guidance

Proved Reserves

(1)

Acreage (in thousands)

Bcfe

Mmcfe/d

Net acres

(70%)

(30%)

(73%)

(27%)

(71%)

(29%)

(65%)

(35%)

(35%)

(65%)

(65%)

(35%)

1

As of 12/31/13

2

Per current guidance

3

Represents combination of current standalone guidance from Forest and Sabine management

4

Does not include additional ~71,000 DK  net acres in East Texas

5

Excludes East Texas acreage

(2)

(3)

(4)

(5)

(2)

Pro Forma Asset Profile Versus Comps

7

2014E Production

(2)

Proved Reserves

(1)

Bcfe

MMcfe/d

»

Combined company gains significant scale; aligns with gas-weighted peers with focus on East Texas

134% proved

reserve increase

to Forest

176% 2014E

production increase

to Forest

% Gas

75%

61%

94%

40%

71%

90%

70%

39%

73%

31%

77%

44%

11%

1

Per company press releases and SEC filings. Reserves data includes most recent information released by listed companies

2

Peers 2014E production per FactSet estimates. Sabine and Forest 2014E production per Sabine and Forest guidance

3

Percent gas per latest daily production from company press releases and SEC filings

(3)

% Gas

79%

63%

93%

89%

37%

67%

67%

74%

42%

32%

48%

13%

68%

Industry Leading East Texas Position

8

Acreage Location

Asset Overview

»

Combination

creates

large,

contiguous

acreage

position

providing

critical

mass

in

region

»

Evolving completion techniques, lower costs and improving gas prices leading to

better economics and increased activity

»

Multi-play basin with opportunities in the Cotton Valley (multiple benches),

Haynesville, Bossier, Pettet and Travis Peak

»

2013

Combined

Cotton

Valley

Sand

Program

–

11

wells

»

2013

Sabine

Haynesville

Program

–

7

wells

»

2014 Plans

•

Currently running four rigs in liquids-rich Cotton Valley play

•

Test new Haynesville well design, $700k potential capital savings

•

Evaluating drilling program for combined company, potential for increased

activity

East Texas has been a core asset for Sabine and

Forest. With current gas prices and increased activity,

this area will provide significant production and

reserve growth.

Sabine Acreage              Forest Acreage

(1)

1

Strip pricing as of 4/29/14

Program Economics

$4/$90

Strip

Rate of Return

27%

36%

PV10 per well ($ millions)

$4.3

$5.6

F&D ($/mcfe)

$1.23

Commodity Pricing

Program Economics

$4/$90

Strip

Rate of Return

17%

26%

PV10 per well ($ millions)

$1.7

$3.4

F&D ($/mcfe)

Commodity Pricing

$1.54

(1)

24-hr IP (Mmcfe/d)

11.0

30-day IP (Mmcfe/d)

9.5

% Liquids

34%

EUR (Bcfe)

9.2

Well Cost ($ millions)

$8.8

24-hr IP (Mmcfe/d)

10.4

30-day IP (Mmcfe/d)

9.7

% Liquids

7%

EUR (Bcfe)

8.0

Well Cost ($ millions)

$9.3

Texas

Industry Leading Performance

9

Cotton Valley

•

Incorporated Haynesville designs into CV

completion

•

Higher perf cluster density

•

Tighter frac stage spacing

•

Higher fluid and proppant volumes

Haynesville

•

More economical proppant, reduced

chemical usage has offset cost impact of

larger stimulations

Note: Industry results represent entire Cotton Valley and Haynesville plays, respectively.

»

Advanced completion design

relative to most in industry,

improving well performance

»

Plan to apply Sabine’s completion

design across combined company

»

Experience: With almost 70 CV

completions combined, knowledge to

high-grade acreage

»

Latest Sabine performance on-par with

NLA Haynesville “core”

-

with lower cost

structure

»

Tighter perf clusters, frac stages, utilizing

“zipper”

fracs

»

Higher stimulation volumes

»

Deeper landing point in reservoir, contacts

more rock

Significant Eagle Ford Position

10

Acreage Overview

Asset Overview

»

Sabine’s results have extended the best part of the Eagle Ford

trend further northeast, with results comparable to core players

»

Sabine acreage is generally in the gas-condensate window

•

Higher pressures and gas reservoirs improve recoveries

•

Best wells are in this part of the hydrocarbon envelope

»

Forest acreage subject to Schlumberger agreement whereby

Schlumberger receives a 50% working interest in Forest’s Eagle

Ford assets in exchange for a $90 million drilling carry

•

$29 million of carry remaining as of 12/31/13

»

Leveraging experience from Haynesville resource development

and targeting of Upper Eagle Ford to generate superior results

»

2013 Sabine Shiner Area Eagle Ford Program –

10 wells

»

2014 Plans

•

Currently operating four rigs in DeWitt/Lavaca and two rigs in

Gonzales

•

Greater scale allows for combined company to evaluate

opportunity to shift more capital to East Texas

Devon (former

GeoSouthern)

Penn Virginia

Sabine acreage borders Devon and Penn Virginia, with

comparable results. Devon/GeoSouthern sale and recent

PVA stock rally are additional positive indications of

industry/market view of this part of Eagle Ford play.

Sabine Shiner

Area

Sabine

Sugarkane Area

Sabine Acreage              Forest Acreage

1

Strip pricing as of 4/29/14

(1)

Program Economics

$4/$90

Strip

Rate of Return

27%

34%

PV10 per well ($ millions)

$2.4

$2.8

F&D ($/boe)

Commodity Pricing

$19.29

24-hr IP (Boe/d)

1,772

30-day IP (Boe/d)

1,331

% Liquids

78%

EUR (Mboe)

723

Well Cost ($ millions)

$10.6

Texas

Eagle Ford Performance

11

»

In northern DeWitt and Lavaca counties, Sabine has

validated that the upper Eagle Ford has excellent

productivity

»

Also unique to industry, Sabine brought its Haynesville

completion experience to the Eagle Ford

•

Tighter perf cluster, frac stage spacing

•

Hybrid fluid design with emphasis on high volumes of

slick water

•

Lower strength proppant to reduce cost

•

Less expensive proppant and reduced chemicals helps

offset cost of additional stimulation volumes

»

Optimal landing point coupled with significant stimulated

rock volume translates into shallower production declines

•

Operators in Lower Eagle Ford tout higher 24-hour IP’s,

but first year production for Sabine wells is

comparable

Note: Industry results represent entire Eagle Ford Play

Note: Industry results represent entire Eagle Ford Play

Source: HPDI Data for industry wells. Internal production estimates for Sabine

Top 25 Operators

Top 25

Operators

(# of wells)

(# of wells)

High Return Granite Wash Position

12

Acreage Overview

Asset Overview

•

Outstanding productivity, with 8 of 17 horizontals producing (or

projected to produce) in excess of 200 Mboe in first year

•

Two recent wells projected at 300-350 Mboe in first year  

(~

60%

oil)

•

Two years of identified drilling locations, with potential for up to

200 locations depending on western delineation results

•

Wells to date have exhibited extremely strong economics, often

paying out in under a year

»

Sabine 2013 Program Results –

5 wells

»

2014 Plans

•

2014 development plan: Running 2 rigs, balance of low-risk

development locations with measured step-out tests to the west

Mesa Vista and Lard Ranch have been extensions on-

trend with several large Granite Wash developments. With

the shallower depth, Mesa Vista also has a higher oil

content.

1

Strip pricing as of 4/29/14

(1)

Program Economics

$4/$90

Strip

Rate of Return

>100%

>100%

PV10 per well ($ millions)

$5.3

$5.7

F&D ($/boe)

Commodity Pricing

$15.20

24-hr IP (Boe/d)

1,561

30-day IP (Boe/d)

1,142

% Liquids

76%

EUR (Mboe)

674

Well Cost ($ millions)

$8.1

Lard Ranch Field (2005)

Cum: 13.9 MMBOE (21% Oil)

Hemphill Field (1963)

Cum: 169.5 MMBOE (8% Oil)

Mendota Field (1964)

Cum: 130.1 MMBOE (13% Oil)

Buffalo Wallow Field (1969)

Cum: 286.1 MMBOE (4% Oil)

Stiles Ranch Field (1979)

Cum: 170.2 MMBOE (11% Oil)

Mesa Vista (2011)

Cum: 2 MMBOE (49% Oil)

»

Sabine operates ~ 33,500 net acres in oil window of play,

shallowest part of Granite Wash trend

»

Sabine is currently testing the western extent of the

Granite Wash, which could represent material upside to

the inventory count on this position

($ in millions)

Q1 2014

Q1 2014

Sabine

Forest

Pro Forma

Cash

$1

$48

$49

Revolving Credit Facility

$355

-

$376

2nd Lien Term Loan due 2018

650

-

650

Senior Unsecured Notes due 2017

350

-

350

Senior Unsecured Notes due 2019

-

$578

-

Senior Unsecured Notes due 2020

-

222

-

New Senior Notes

-

-

850

Total Debt

$1,355

$800

$2,226

Book Equity

199

35

365

Total Book Capitalization

$1,554

$835

$2,592

LTM 3/31/14 EBITDA

$313

$169

$482

Proved Reserves (Bcfe)

839

625

1,464

% Liquids

30%

27%

29%

Proved Developed Reserves (Bcfe)

466

414

881

Latest Daily Production (Mmcfe/d)

185

105

290

Credit Statistics

Debt / LTM EBITDA

4.3x

4.7x

4.6x

Debt / Proved Reserves ($/mcfe)

$1.61

$1.28

$1.52

Debt / PD Reserves ($/mcfe)

$2.91

$1.93

$2.53

Debt / Latest Daily Prod. ($/mcfe/d)

$7,339

$7,609

$7,683

Liquidity

Cash

$1

$48

$49

Revolver Borrowing Base

$700

$300

$1,000

Amount Drawn

(355)

0

(376)

Total Liquidity

$346

$348

$673

Financing Highlights and Pro Forma Capitalization

13

Capitalization Table

Financing Highlights

(2)

(3)

1

Forest pro forma for 2013 divestitures

2

Reserves as of 12/31/13

3

Average 1Q 2014 production

(2)

(1)

2014 Financial Guidance

14

Pro Forma Combined 2014E Guidance

Low

-

High

Midpoint

Production:

Natural Gas (Mmcf/d)

212

-

234

223

Oil (Bbl/d)

10,731

-

11,860

11,296

Natural Gas Liquids (Bbl/d)

8,552

-

9,452

9,002

Total Production (Mmcfe/d)

328

-

362

345

Total Production (Mboe/d)

55

-

60

58

Operating Expenses:

Lease Operating / Workover Expense

$0.75

-

$0.85

$0.80

Marketing, Transportation, Processing

$0.25

-

$0.35

$0.30

Production & Ad Valorem Taxes

(1)

$0.35

-

$0.40

$0.38

General & Administrative Expense

$0.39

-

$0.44

$0.42

Total Operating Expense ($ / Mcfe)

$1.74

-

$2.04

$1.89

Capex:

Total Capex ($ millions)

$800

-

$825

1

Production taxes assume price deck of $3.50/Mcf gas and $85/Bbl oil.

Conclusions

15

»

Extensive overlap in top two asset areas: East Texas and Eagle Ford

»

Creates a leading East Texas position of ~207,000 net acres

•

Compelling inventory of high return, liquids-rich Cotton Valley Sand opportunities

•

Significant

inventory

of

Haynesville

drilling

opportunities

with

compelling

current

economics

and

significant

upside

value

»

Complementary positions in the Eagle Ford, creating significant scale of ~65,000 net acres

•

Sabine’s Eagle Ford results top 10% in the industry in 2013

»

Combined

12/31/13

proved

reserves

of

1.5

Tcfe

(71%

gas)

and

2014E

production

of

~345

Mmcfed

(65%

gas)

based

on

based

on

respective

company

guidance

»

Substantial production and cash flow growth

•

Over 20% pro forma 2014E production growth

»

Cost savings from reduced overhead and streamlined operations

»

Ability

to

optimize

capital

allocation

on

$800

-

$825

million

capital

program

»

Will apply top tier operational results across portfolio

»

Liquidity to fund drilling program through 2015 without accessing capital markets

»

Clear path to improving balance sheet through property divestments and optimized capital

allocation -

to be implemented as a top priority

»

First Reserve, an energy-focused private equity firm, remains a controlling shareholder

Complementary

Asset

Positions

Scale and

Growth

Operating

Synergies

Capitalization

Appendix

16

Last Closing Date Transaction Step

Forest’s existing 7.25% Senior Notes due 2019

(the “Forest 2019 Notes”).

Forest’s existing 7.5% Senior Notes due 2020

(the “Forest 2020 Notes”).

Sabine’s existing Second Lien Term

Loan Due 2018 (the “Sabine

Second Lien Term Loan”).

Sabine’s existing 9.75% Senior

Notes due 2017 (the “Sabine 2017

Notes”).

Shareholders

Sabine Oil &

Gas Holdings

II LLC

Sabine Oil &

Gas LLC

Forest Oil

Corporation

(1) SOGH II and Sabine O&G will

be merged with and into Forest

Oil Corporation, with Forest Oil

Corporation surviving.

Sabine Oil & Gas

Holdings LLC

Sabine

Oil

&

Gas

Corporation

(“SABO”) (formerly

New

Forest

Oil

Inc.)

Resulting Debt Structure After Closing Date Transactions

Forest and Sabine

Subsidiaries

(3)

/Assets

New

$1,000 MM Borrowing Base Revolving Credit Facility 

Existing

$578 MM Forest 2019 Notes

(2)

$222 MM Forest 2020 Notes

(2)

$650 MM Sabine Second Lien Term Loan

$350 MM Sabine 2017 Notes

Forest Oil

Corporation

(1)

(1)

Assumes only existing revolvers are replaced on closing date.

(2)

Change of Control tripped; put right exists; backstop financing commitments are in

place for put.

(3)

Guarantors of Forest Oil Corporation debt, subject to certain exceptions.

Shareholders

Sabine Oil & Gas

Corporation

(“SABO”) (formerly

New Forest Oil Inc.)

Sabine Oil & Gas

Holdings LLC

(former holdco of

Sabine Oil & Gas

LLC)