Gulfport Energy Announces Private Offering of $500 Million of Senior Notes
September 03 2024 - 6:44AM
Business Wire
Gulfport Energy Corporation (NYSE: GPOR) (“Gulfport” or the
“Company”) announced today that Gulfport Energy Operating
Corporation (“Gulfport Operating”), a wholly owned subsidiary of
Gulfport, intends to offer $500 million aggregate principal amount
of Senior Notes due 2029 (the “Notes”) in a private placement to
eligible purchasers. The Notes are expected to be unconditionally
guaranteed by Gulfport and Gulfport’s wholly owned subsidiaries
that guarantee Gulfport Operating’s credit facility and certain
other debt.
Concurrent with this offering, Gulfport Operating commenced a
tender offer (the “Tender Offer”) to purchase for cash any and all
of its 8.0% Senior Notes due 2026 (the “Tender Notes") validly
tendered and accepted for purchase. Gulfport Operating intends to
use the net proceeds from the proposed offering, together with cash
on hand and available borrowings under its credit facility, to
purchase the Tender Notes pursuant to the Tender Offer and to pay
any related premiums and expenses. Gulfport Operating intends to
use the remainder, if any, of the net proceeds from the proposed
offering, together with cash on hand and available borrowings under
its credit facility, to redeem the remaining Tender Notes on or
prior to May 17, 2025, the par call date for the Tender 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. Pending application of the proceeds for any such redemption,
Gulfport Operating may apply the proceeds for general corporate
purposes, including to reduce borrowings under its revolving credit
facility, to make temporary investments in cash and short term
investments or to deposit funds with the trustee for the Tender
Notes sufficient to satisfy and discharge the obligations under the
related indenture.
The Notes and the related guarantees will be offered and sold to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”), and to non-U.S. persons outside the United
States pursuant to Regulation S under the Securities Act. The offer
and sale of the Notes and the related guarantees have not been
registered under the Securities Act or any state securities laws
and may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state securities laws.
This press release does not constitute an offer to sell or
the solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
This press release does not constitute an offer to purchase
or a solicitation of an offer to sell any of the Tender Notes. The
Tender Offer is being made only by and pursuant to, and on the
terms and conditions set forth in, the Offer to Purchase dated
September 3, 2024.
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 proposed offering of the Notes, the intended use of proceeds
therefrom and other matters relating to the proposed offering and
the Tender Offer. 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/20240902240822/en/
Investor Contact: Jessica Antle – Vice President,
Investor Relations jantle@gulfportenergy.com 405-252-4550
Gulfport Energy (NYSE:GPOR)
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