Gulfport Energy Announces Final Results and Expiration of Tender Offer for Its 8.0% Senior Notes Due 2026
September 09 2024 - 7:45PM
Business Wire
Gulfport Energy Corporation (NYSE: GPOR) (“Gulfport” or the
“Company”) announced today the final results and expiration of the
previously announced cash tender offer (the “Tender Offer”) by
Gulfport Energy Operating Corporation (“Gulfport Operating”), a
wholly owned subsidiary of Gulfport, to purchase any and all of the
outstanding 8.0% Senior Notes due 2026 (the “Notes”) of Gulfport
Operating. As of 5:00 p.m., New York City time, today, the
expiration time for the Tender Offer (the “Expiration Time”),
Gulfport Operating had received tenders for an aggregate principal
amount of $524,297,331 of the outstanding Notes, or 95.33% of the
aggregate principal amount of the Notes outstanding. These amounts
exclude $620,500 aggregate principal amount of the Notes that
remain subject to the guaranteed delivery procedures described in
the Offer to Purchase and the Notice of Guaranteed Delivery (each
as defined below).
The Tender Offer was made pursuant to the terms and conditions
contained in the Offer to Purchase, dated September 3, 2024 (the
“Offer to Purchase”), and the related notice of guaranteed delivery
for the Tender Offer (the “Notice of Guaranteed Delivery”).
In accordance with the terms of the Tender Offer, Gulfport
Operating will pay the purchase price (the “Purchase Price”) for
the Notes validly tendered prior to the Expiration Time or pursuant
to the Notice of Guaranteed Delivery on September 13, 2024 (the
“Settlement Date”). The Purchase Price to be paid for the Notes is
$1,023.35 for each $1,000 principal amount of the Notes validly
tendered and accepted for purchase pursuant to the Tender Offer,
plus accrued and unpaid interest on the Notes validly tendered and
accepted for purchase from the last interest payment date up to,
but not including, the Settlement Date. For avoidance of doubt,
interest on the Notes will cease to accrue on the Settlement Date
for all Notes accepted in the Tender Offer. All Notes purchased on
the Settlement Date will subsequently be retired.
If a holder holds Notes in denominations smaller than $1,000 (or
holds Notes other than in integral multiples of $1,000), then such
holder will receive a prorated amount of the Purchase Price per
$1,000 in principal amount of Notes with respect to any Notes
validly tendered and accepted for purchase that are held in
denominations smaller than $1,000 or held other than in integral
multiples of $1,000.
There can be no assurance that any Notes will be purchased. The
Tender Offer is conditioned upon the satisfaction of certain
conditions, including the completion of a contemporaneous debt
financing (the “Debt Financing”) by Gulfport Operating on terms and
conditions (including, but not limited to, the amount of proceeds
raised in such financing) satisfactory to Gulfport Operating and
Gulfport. The Tender Offer is not conditioned upon any minimum
amount of Notes being tendered. The Tender Offer may be amended,
extended, terminated or withdrawn.
Gulfport Operating intends to use a portion of the net proceeds
from the Debt Financing to fund the Tender Offer and to redeem the
remaining Notes on or prior to May 17, 2025, the par call date for
the Notes, at a redemption price of 100.000% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any,
to the redemption date. This press release does not constitute a
notice of redemption for the Notes.
Gulfport Operating has retained J.P. Morgan Securities LLC to
serve as the exclusive Dealer Manager for the Tender Offer.
Questions regarding the terms of the Tender Offer may be directed
to J.P. Morgan Securities LLC, Liability Management Group, U.S.
toll free at (866) 834-4666 or collect at (212) 834-4045.
About Gulfport
Gulfport is an independent natural gas-weighted exploration and
production company focused on the exploration, acquisition and
production of natural gas, crude oil and NGL in the United States
with primary focus in the Appalachia and Anadarko basins. Our
principal properties are located in eastern Ohio targeting the
Utica and Marcellus formations and in central Oklahoma targeting
the SCOOP Woodford and SCOOP Springer formations.
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
the Debt Financing and the use of proceeds therefrom, including the
Tender Offer and the timing and outcome thereof. 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, 2023 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.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240909799213/en/
Investor Contact: Jessica Antle – Vice President,
Investor Relations jantle@gulfportenergy.com 405-252-4550
Gulfport Energy (NYSE:GPOR)
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