GULFPORT ENERGY CORP

Gulfport Energy Operating Corporation completed a $650 million private placement of 6.750% senior notes due September 2029. Gulfport also raised its elected credit facility commitments from $900 million to $1.0 billion, reaffirmed the $1.1 billion borrowing base, and extended the facility's maturity.

debt financing

Gulfport entered a Third Amended and Restated Credit Agreement that amended and refinanced its May 2021 exit facility. JPMorgan is administrative agent on a facility of up to $1.5 billion, with an $850 million borrowing base and $700 million of elected commitments, maturing October 2025.

debt financing

the exchange certified GULFPORT ENERGY CORP's securities for listing, clearing them to begin trading.

listing compliance notice

On April 28, 2021 the bankruptcy court confirmed Gulfport's Chapter 11 plan, with the plan to take effect once its conditions are met. The company's existing common stock (160,762,186 shares outstanding as of February 22, 2021) will be cancelled on the effective date with no payment to shareholders. Noteholders' recovery is capped at 96% of the new common stock, and general unsecured creditors of the parent get 4% of the new stock plus $10 million in cash and the Mammoth shares. The bank loan and the debtor-in-possession loan convert into a $580 million exit facility. This confirms the plan proposed in November 2020.

bankruptcy or receivership

GULFPORT ENERGY CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

On November 16, 2020 the bankruptcy court approved an interim order letting Gulfport draw $90 million of its $262.5 million DIP facility, with the $157.5 million roll-up still subject to a final order. Nasdaq said it would delist the stock on November 27, with OTC Pink trading expected from November 30.

listing compliance notice

On November 13, 2020, Gulfport filed for Chapter 11 and signed a Restructuring Support Agreement with over 95% of its bank lenders and holders of over two-thirds of its 2023, 2024, 2025 and 2026 notes. Under the plan described, existing shares in Gulfport Parent would be cancelled and extinguished, while noteholders and unsecured creditors would receive new common stock. A $262.5 million debtor-in-possession loan from the bank lenders is part of the deal. This is the filing that begins the bankruptcy, following the forbearance agreements and missed interest payment in October 2020.

bankruptcy or receivership

Gulfport signed a Second Forbearance Agreement with its lenders, buying more time as restructuring negotiations continued.

material agreement

Gulfport's crisis came to a head: after triggering a default under its credit agreement, it signed a First Forbearance Agreement with its lenders and elected to use a 30-day grace period rather than make the scheduled interest payment on its 6.000% notes due 2024 - a direct prelude to bankruptcy.

material agreement

Gulfport's stock again closed below Nasdaq's $1.00 minimum bid requirement for 30 consecutive days, triggering a second deficiency notice - the compliance clock restarting as the company's distress deepened.

listing compliance notice

Gulfport amended its credit agreement to give itself more flexibility to refinance or exchange its senior notes - a technical change that, in hindsight, was groundwork for the debt restructuring to come later that year.

debt financing

Gulfport's lenders cut its borrowing base in half, from $1.4 billion to $700 million, and added new anti-cash-hoarding restrictions - a sharp reversal from the credit expansion of prior years as the pandemic price crash hit hard.

debt financing

Gulfport's stock fell below Nasdaq's $1.00 minimum bid price requirement for 30 straight days amid the pandemic oil crash, triggering a deficiency notice and starting a 180-day clock to regain compliance.

listing compliance notice

Gulfport terminated its fracturing services agreement with Stingray Pressure Pumping for cause, saying Stingray (a subsidiary of Mammoth Energy Services, in which Gulfport holds about 22% and a board seat) could not fulfill its obligations - a related-party service relationship breaking down as stress spread through the broader oilfield services sector.

material agreement termination

Gulfport's lenders reaffirmed its borrowing base at $1.4 billion and gave the company more room to buy back its own stock - the last of a long run of steadily expanding credit terms before the market turned against the company in 2019.

debt financing

At what would prove to be Gulfport's peak, its lenders cut loan rates further and raised the borrowing base to $1.4 billion, while also giving the company new flexibility to buy back its own stock using proceeds from investment sales.

debt financing

Gulfport's lenders cut its interest rate margin further, raised the borrowing base to $1.2 billion, and confirmed the company had zero borrowings outstanding on its revolving credit facility - a strong liquidity position after a year of steady notes issuance and SCOOP integration.

debt financing

Gulfport priced $450 million of new 6.375% notes due 2026, with proceeds earmarked to pay down its revolving credit facility.

security holder rights change

Gulfport reported strong early well results from its new SCOOP acreage and lined up more financing capacity: its credit facility's unsecured-debt cap rose to $2.1 billion with the borrowing base confirmed at $1.0 billion, and it announced plans to sell $450 million of new notes to pay off its revolving credit borrowings.

debt financing

Gulfport closed a transformational $1.85 billion acquisition of Vitruvian II Woodford's SCOOP (South Central Oklahoma) assets - $1.35 billion cash plus about 23.9 million shares - through a new subsidiary, SCOOP Acquisition Company. The deal turns Gulfport from a Utica Shale pure-play into a two-basin company, with a new Oklahoma City headquarters address to match.

asset acquisition disposition

Gulfport raised $600 million in new 6.375% notes plus a concurrent stock offering to fund its pending acquisition of Vitruvian II Woodford's SCOOP assets in Oklahoma - Gulfport's move beyond its Utica Shale base into a second major play. Lenders agreed to waive an automatic $150 million cut to the credit facility's borrowing base that the note issuance would otherwise have triggered, keeping it at $700 million.

security holder rights change

Gulfport agreed on December 13, 2016 to buy assets from Vitruvian II Woodford, LLC (an unrelated seller) for about $1.85 billion, made up of $1.35 billion in cash and about 18.8 million Gulfport shares. The assets are 46,400 net surface acres in the Woodford and Springer formations in Grady, Stephens and Garvin Counties, Oklahoma, with about 183 Mmcfepd of net production for October 2016 and about 1.1 Tcfe of estimated proved reserves. It is expected to close in February 2017. To pay the cash portion, Gulfport launched a 29,000,000-share public stock offering (plus an option for 4,350,000 more) and a proposed $600 million of Senior Notes due 2025. It also amended its credit facility with The Bank of Nova Scotia, extending maturity to December 13, 2021, raising the interest rate on all loans by 0.5%, and raising the permitted senior notes to $1.6 billion. This is Gulfport's first entry into Oklahoma and follows the December 14 shelf registration and prospectus supplement.

capital raising announcement

Gulfport issued $650 million of 6.000% senior notes due 2024. It retired its 7.750% notes due 2020 through a tender offer that took in about $391 million, plus a redemption of the roughly $196.5 million left, which discharged the old indenture.

security holder rights change

As commodity prices recovered, Gulfport moved to refinance its oldest, priciest debt: it agreed to sell $650 million of new 6.000% notes due 2024, with the proceeds earmarked to fully redeem its $600 million of 7.750% notes due 2020.

material agreement

With its stock down to $25.25 a share - less than half its 2013 peak of $56.75 - Gulfport still managed to raise about $411.9 million in a new stock offering (16.9 million shares) to fund its capital program, showing continued market access despite the 2015-2016 downturn.

material agreement

As oil and gas prices bottomed out in early 2016, Gulfport's lenders left its $700 million borrowing base unchanged rather than raising it, while giving the company more room to hedge production and raising the cap on unsecured debt to $1.35 billion - a defensive posture compared to the steady base increases of the 2013-2015 boom years.

material agreement

Gulfport's lenders raised its borrowing base again, from $575 million to $700 million, and loosened its leverage covenant (net debt to EBITDAX allowed up to 4.0x from 3.25x) - continued credit expansion even as the broader oil and gas sector began feeling the 2015 downturn.

debt financing

Gulfport closed its purchase of Paloma Partners III for about $301.9 million, adding roughly 24,000 net nonproducing acres in the core dry-gas window of the Utica Shale, overlapping existing Gulfport development units - the deal flagged as pending in its June stock offering.

asset acquisition disposition

Gulfport raised about $480 million in a new stock offering and used it to close two Utica Shale acreage deals with American Energy Utica: a $68.2 million purchase of undeveloped acreage in Belmont and Jefferson Counties, and a $319 million purchase of producing Monroe County acreage that came with existing production, drilled-but-uncompleted wells, and a gas gathering system - while a separate, still-pending acquisition of Paloma Partners III was also underway.

asset acquisition disposition

Gulfport raised $350 million through a new series of 6.625% notes due 2023 - a lower coupon than its existing 7.75% notes - continuing to fund its rapid Utica Shale expansion through the capital markets even as oil prices weakened in early 2015.

security holder rights change

Gulfport's lenders raised its borrowing base again, from $450 million to $575 million, added new lenders to the syndicate, and lifted its unsecured debt cap to $1.2 billion; days later the company launched a new stock offering to help fund continued Utica Shale growth.

debt financing

Gulfport's bank lenders raised its borrowing base again, from $275 million to $450 million, increased its letter-of-credit capacity, and lifted the cap on how much unsecured senior notes debt it could carry from $600 million to $900 million - continuing to expand credit capacity alongside its rapid Utica growth.

material agreement

Gulfport locked in long-term supply deals with two related businesses it partly owns: a hydraulic-fracturing services agreement with Stingray Pressure Pumping (50% Gulfport-owned) and a sand supply agreement with Muskie Proppant (25% Gulfport-owned), each running through September 2018 - vertical integration into its own drilling supply chain.

material agreement

Gulfport raised another $300 million by tacking on more of its 7.75% notes due 2020, bringing that note series to $600 million total.

security holder rights change

Gulfport dramatically expanded its bank credit facility, replacing its prior $350 million facility with a new Amended and Restated Credit Agreement carrying a maximum size of $1.5 billion and raising the immediate borrowing base from $50 million to $150 million - reflecting how fast its Utica Shale reserve base had grown.

debt financing

Riding a rising stock price (up from $38 to $56.75 a share in under a year), Gulfport raised roughly $424 million in a new common stock offering (7.475 million shares including the overallotment) to fund its 2014 drilling program and further Utica Shale acreage buys.

material agreement

Gulfport did a third round with Windsor Ohio, buying about 22,000 more net Utica Shale acres for roughly $220 million - raising its working interest in the acreage to 93.8% - again funded by a common stock offering, with the purchase and closing disclosed in the same filing.

asset acquisition disposition

Gulfport closed the ~37,000-net-acre Windsor Ohio Utica Shale acquisition for about $372 million, funded by the stock offering proceeds. The filing disclosed that Gulfport's own Chairman, Mike Liddell, personally received about $2.9 million from the sale as the 10%-interest operating member of Windsor Ohio (majority-owned by Wexford Capital) - a related-party payment that a special board committee reviewed and approved.

asset acquisition disposition

Gulfport priced an 11-million-share common stock offering at $38.00, and underwriters took 750,000 of a possible 1.65 million over-allotment shares. It also closed a $50 million add-on to its 7.75% notes due 2020, and lenders cut its credit facility borrowing base from $45 million to $40 million.

security holder rights change

Gulfport and Windsor Ohio upsized the Utica Shale deal, adding about 7,000 more net acres for roughly $70 million - bringing the total to about 37,000 net acres for $372 million and Gulfport's overall Utica leasehold to roughly 137,000 gross (106,000 net) acres.

material agreement

Gulfport agreed to buy about 30,000 net acres of Utica Shale (Eastern Ohio) leasehold for roughly $302 million from Windsor Ohio, an affiliate of Wexford Capital - the same sponsor group behind Gulfport itself - raising Gulfport's working interest in the acreage to 72.5%. The deal, funded by a concurrent stock offering and a $50 million note add-on, comes just two months after Gulfport contributed all of its Permian Basin assets into Diamondback Energy's IPO for a 35% pre-IPO Diamondback stake plus a $63.6 million note - the capital and strategic pivot fueling this Utica buildout.

material agreement