Gulfport Energy Announces Pricing Terms of Tender Offer for Its 8.0% Senior Notes Due 2026
September 09 2024 - 1:31PM
Business Wire
Gulfport Energy Corporation (NYSE: GPOR) (“Gulfport” or the
“Company”) announced today the pricing terms of the previously
announced cash tender offer (the “Tender Offer”) to purchase any
and all of the outstanding senior notes (the “Notes”) listed in the
following table upon the terms and conditions described in the
Offer to Purchase, dated September 3, 2024 (the “Offer to
Purchase”), of Gulfport Energy Operating Corporation (“Gulfport
Operating”), a wholly owned subsidiary of Gulfport.
Set forth in the table below is the purchase price (the
"Purchase Price") for the Notes, as calculated at 2:00 p.m., New
York City time, today, September 9, 2024, in accordance with the
Offer to Purchase.
Title of Security
CUSIP Numbers
Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Reference Yield
Fixed Spread (basis
points)
Purchase Price
8.0% Senior Notes due 2026
402635AQ9 (1145) / 402635AR7
(144A) / 402635AS5 (ACCD INV) / U40347AH6 (Reg S)
$550,000,000
4.250% U.S.
Treasury due May 31,
2025
FIT 3
4.453%
0
$1,023.35
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.
In addition to the Purchase Price, holders whose Notes are
purchased pursuant to the Tender Offer will also receive accrued
and unpaid interest thereon from the last interest payment date up
to, but not including, the initial date on which Gulfport Operating
makes payment for such Notes, which date is currently expected to
be September 13, 2024, assuming that the Tender Offer is not
extended or earlier terminated.
The Tender Offer is being made pursuant to the terms and
conditions contained in the Offer to Purchase and Notice of
Guaranteed Delivery, copies of which may be obtained from D.F. King
& Co., Inc., the tender agent and information agent for the
Tender Offer, by calling (888) 626-0988 or, for banks and brokers,
(212) 269-5550. Copies of the Offer to Purchase and Notice of
Guaranteed Delivery are also available at the following web
address: www.dfking.com/GPOR; or by requesting via email at
GPOR@dfking.com.
The Tender Offer will expire at 5:00 p.m., New York City time,
today unless extended or earlier terminated (such time and date, as
the same may be extended, the “Expiration Time”). Tendered Notes
may be withdrawn at any time before the Expiration Time. Holders of
Notes must validly tender and not validly withdraw their Notes (or
comply with the procedures for guaranteed delivery) before the
Expiration Time to be eligible to receive the Purchase Price for
their Notes.
Settlement for all Notes tendered prior to the Expiration Time
or pursuant to a Notice of Guaranteed Delivery is expected to be
September 13, 2024, assuming that the Tender Offer is not extended
or earlier terminated.
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.
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.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any Notes in the Tender Offer and
does not constitute a notice of redemption for the Notes.
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/20240909976003/en/
Investor Contact: Jessica Antle – Vice President,
Investor Relations jantle@gulfportenergy.com 405-252-4550
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