Gulfport Energy Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
The Notes and Indenture
On September 13, 2024, Gulfport Energy Operating Corporation (the “Company”), a wholly owned subsidiary of Gulfport Energy Corporation (the “Parent Guarantor”), completed a private placement of $650,000,000 aggregate principal amount of 6.750% Senior Notes due 2029 (the “Notes”) 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 Notes were issued under an Indenture, dated September 13, 2024 (the “Indenture”), among the Company, the Parent Guarantor, the subsidiary guarantors party thereto (together with the Parent Guarantor, the “Guarantors”) and UMB Bank, National Association, as trustee.
The Notes will mature on September 1, 2029 and bear interest at a rate of 6.750% per annum. The Company will pay interest on the Notes on March 1 and September 1 of each year, commencing on March 1, 2025. The Notes will be unconditionally guaranteed by the Guarantors and certain future subsidiaries of the Parent Guarantor that become borrowers or guarantors under any credit agreement with an aggregate principal amount outstanding or commitment amount in excess of $15 million. The Notes and the guarantees will be the Company’s and the Guarantors’ general unsecured obligations, respectively.
The Indenture contains certain limitations on the ability of the Company and the Guarantors to incur additional debt, pay dividends or make certain distributions, create liens or other encumbrances, make investments, loans or other guarantees, sell or otherwise dispose of a portion of its assets, engage in transactions with affiliates, or make acquisitions or merge or consolidate with another entity. These covenants are subject to a number of important exceptions, limitations and qualifications. The Indenture also contains customary events of default with respect to the Notes.
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture, which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
Credit Facility Redetermination
On September 12, 2024, the Company entered into the Commitment Increase, Borrowing Base Reaffirmation Agreement, and Fourth Amendment to Credit Agreement (the “Fourth Amendment”), which amended the Company’s Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent and various lender parties, providing for a senior secured reserve-based revolving credit facility effective as of October 14, 2021, as amended prior to the Fourth Amendment (as amended by the Fourth Amendment, the “Credit Facility”).
The Fourth Amendment, among other things, (a) increased the aggregate elected commitment amounts under the Credit Facility from $900 million to $1.0 billion, (b) reaffirmed the borrowing base under the Credit Facility at $1.1 billion and (c) extended the maturity date under the Credit Facility to four years from the closing date of the Fourth Amendment.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
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4.1 |
Indenture, dated September 13, 2024, among Gulfport Energy Operating Corporation, Gulfport Energy Corporation, the subsidiary guarantors party thereto and UMB Bank, National Association, as trustee. | |
| 10.1 | Commitment Increase, Borrowing Base Reaffirmation Agreement and Fourth Amendment to Credit Agreement dated September 12, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GULFPORT ENERGY CORPORATION | ||
| Date: September 16, 2024 | By: | /s/ Michael Hodges |
| Michael Hodges | ||
| Chief Financial Officer | ||
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