Names New Board of Directors and Leadership
Team
Emerges from Bankruptcy with Greatly Improved
Balance Sheet and Cost Structure; Poised to Deliver Sustainable
Free Cash Flow Generation and Shareholder Returns
Gulfport Energy Corporation (NYSE: GPOR) (the “Company” and
together with its wholly owned subsidiaries, “Gulfport”) today
announced that it has successfully completed its restructuring
process and emerged from chapter 11 protection. As contemplated by
Gulfport’s Plan of Reorganization (the “Plan”) that was confirmed
by the U.S. Bankruptcy Court for the Southern District of Texas on
April 28, 2021, Gulfport has exited bankruptcy with a new Board of
Directors; a strengthened balance sheet, with $853 million of total
debt representing more than $1.2 billion of deleveraging through
the Chapter 11 process; and approximately $135 million of
liquidity. At emergence, Gulfport’s net-debt-to-EBITDA is
approximately 1.5x. Please refer to Gulfport’s emergence
presentation for more details which will be provided in a Form 8-K
and can also be found on the Company’s Investor Relations site:
https://ir.gulfportenergy.com.
New Board of Directors and Leadership Team
In accordance with the Plan, the Company has appointed a new
Board of Directors effective immediately. The Board is comprised of
five new directors who are experienced industry professionals:
Timothy J. Cutt (Chairman), David Wolf (Lead Independent Director),
Guillermo “Bill” Martinez, Jason Martinez and David Reganato.
Biographies for the directors can be found on the Company’s website
at: https://www.gulfportenergy.com/about/board-of-directors.
The Company also announced the retirement of David M. Wood, the
Company’s President and Chief Executive Officer effective
immediately. Additionally, Quentin Hicks, Gulfport’s Chief
Financial Officer, has resigned effective immediately to pursue
other opportunities. The Board has appointed Chairman Timothy J.
Cutt as Interim Chief Executive Officer and William “Bill” J. Buese
as Chief Financial Officer. Mr. Cutt will serve in the interim
position at least through year end 2021 and the Board will conduct
a search for a permanent CEO at the appropriate time.
Message from Timothy J. Cutt, Chairman and Interim Chief
Executive Officer
“We want to thank Dave, Quentin and the departing Gulfport Board
for their leadership through a complex and challenging Chapter 11
process. Gulfport is emerging from its successful restructuring
having materially improved its balance sheet and midstream cost
structure, which leaves Gulfport well-positioned for future
success. Today, we begin a new chapter at Gulfport with a strategy
focused on continuing to reduce costs and generating sustainable
free cash flow in an effort to drive shareholder value. In
addition, we are committed to an emphasized focus on
sustainability, and Gulfport will continue to prioritize safety,
environmental stewardship, and maintaining strong relationships
with the communities in which we operate.”
“I also want to thank the entire Gulfport workforce for their
hard work and commitment to the Company and each other through the
restructuring process.”
Listing on the NYSE
Gulfport’s new common shares will be listed on the NYSE under
the ticker symbol "GPOR" and is expected to commence trading on May
18, 2021.
Details of the restructuring, the securities issued pursuant to
the Plan and the debt and other agreements entered into as part of
the Plan will be provided in a Form 8-K which can be viewed on the
Company's website or the Securities and Exchange Commission's
website at www.sec.gov.
Advisors
Kirkland & Ellis LLP and Jackson Walker L.L.P. served as
legal co-counsel, Perella Weinberg Partners and its affiliate,
Tudor Pickering Holt & Co. served as financial advisors, and
Alvarez & Marsal served as restructuring advisor to the
Company.
Additional Information
Additional information regarding the securities issued pursuant
to the Plan, debt and other agreements entered into as part of the
Plan has also been provided in a Form 8-K, which can be viewed on
the Company’s website or the Securities and Exchange Commission’s
website at www.sec.gov. Additional information regarding the
Company’s restructuring is available at
www.gulfportenergy.com/restructuring. Court filings are available
at https://dm.epiq11.com/Gulfport. Questions should be directed to
the Company’s claims agent by email to GulfportInfo@epiqglobal.com
or by phone at (888) 905-0409 (toll free) or +1 (503) 597-7687
(international).
About Gulfport
Gulfport Energy is an independent returns-oriented,
gas-weighted, exploration and development company and is one of the
largest producers of natural gas in the contiguous United States.
Headquartered in Oklahoma City, Gulfport holds significant acreage
positions in the Utica Shale of Eastern Ohio and the SCOOP Woodford
and SCOOP Springer plays in Oklahoma.
Forward-Looking Statements
This press release includes “forward-looking statements” for
purposes of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements are statements other than
statements of historical fact. They include statements regarding:
(i) the effect of the chapter 11 reorganization and sufficiency of
the financing package; (ii) Gulfport’s ability to continue
implementing operating efficiencies and technical developments; and
(iii) Gulfport’s ability to capitalize on the reorganization and
emerge as a stronger and more competitive enterprise. Although
Gulfport believes the expectations and forecasts reflected in the
forward-looking statements are reasonable, Gulfport can give no
assurance they will prove to have been correct. They can be
affected by inaccurate or changed assumptions or by known or
unknown risks and uncertainties. Important risks, assumptions and
other important factors that could cause future results to differ
materially from those expressed in the forward-looking statements
are described under "Risk Factors" in Item 1A of Gulfport’s annual
report on Form 10-K for the year ended December 31, 2020 and any
updates to those factors set forth in Gulfport's subsequent
quarterly reports on Form 10-Q or current reports on Form 8-K
(available at https://ir.gulfportenergy.com/all-sec-filings).
Gulfport undertakes no obligation to release publicly any revisions
to any forward-looking statements, to report events or to report
the occurrence of unanticipated events.
Non-GAAP Financial Measures
EBITDA is a non-GAAP financial measure equal to net income, the
most directly comparable GAAP financial measure, plus interest
expense, income tax expense, accretion expense, depreciation,
depletion and amortization and impairment of oil and gas
properties. Adjusted EBITDA is a non-GAAP financial measure equal
to EBITDA less non-cash derivative loss rig terminations fees, gain
on debt extinguishment, non-recurring general and administrative
expenses and loss from equity method investments cash flow from
operating activities before changes in operating assets and
liabilities is a non-GAAP financial measure equal to cash provided
by operating activity before changes in operating assets and
liabilities and inclusive of capitalized expenses incurred during
the given period. Free cash flow is a non-GAAP measure defined as
cash flow from operating activities before changes in operating
assets and liabilities (as defined above) less capital expenditures
incurred. Adjusted net income is a non-GAAP financial measure equal
to pre-tax net income less non cash derivative loss, impairment of
oil and gas properties, rig terminations fees, gain on debt
extinguishment and loss from equity method investments. Gulfport
has presented EBITDA, adjusted EBITDA, adjusted net income, cash
flow from operating activities before changes in operating assets
and liabilities and free cash flow because it uses these measures
as an integral part of its internal reporting to evaluate its
performance and the performance of its senior management. These
measures are considered important indicators of the operational
strength of Gulfport's business and eliminate the uneven effect of
considerable amounts of non-cash depletion, depreciation of
tangible assets and amortization of certain intangible assets. A
limitation of these measures, however, is that they do not reflect
the periodic costs of certain capitalized tangible and intangible
assets used in generating revenues in Gulfport’s business.
Management evaluates the costs of such tangible and intangible
assets and the impact of related impairments through other
financial measures, such as capital expenditures, investment
spending and return on capital. Therefore, Gulfport believes that
these measures provide useful information to its investors
regarding its performance and overall results of operations.
EBITDA, adjusted EBITDA, adjusted net income, cash flow from
operating activities before changes in operating assets and
liabilities and free cash flow are not intended to be performance
measures that should be regarded as an alternative to, or more
meaningful than, either net income as an indicator of operating
performance or to cash flows from operating activities as a measure
of liquidity. In addition, EBITDA, adjusted EBITDA, adjusted net
income and cash flow from operating activities before changes in
operating assets and liabilities are not intended to represent
funds available for dividends, reinvestment or other discretionary
uses, and should not be considered in isolation or as a substitute
for measures of performance prepared in accordance with GAAP. The
EBITDA, adjusted EBITDA, adjusted net income, cash flow from
operating activities before changes in operating assets and
liabilities and free cash flow presented in this press release may
not be comparable to similarly titled measures presented by other
companies, and may not be identical to corresponding measures used
in Gulfport's various agreements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210518005635/en/
Investor Contact Jessica Antle – Director, Investor
Relations jantle@gulfportenergy.com 405-252-4550
Media Contact Reevemark Hugh Burns / Paul Caminiti /
Nicholas Leasure 212-433-4600
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