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topicnews · September 3, 2024

Gulfport Energy Announces Private Placement of 0 Million Senior Notes Page 1

Gulfport Energy Announces Private Placement of $500 Million Senior Notes Page 1

Gulfport Energy Corporation (NYSE: GPOR) (“Gulfport” or the “Company”) today announced 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 indebtedness.

Concurrent with this offering, Gulfport Operating has commenced a tender offer (the “Tender Offer”) to purchase for cash all of its 8.0% Senior Notes due 2026 (the “Tender Notes”) that have been 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 all related premiums and expenses. Gulfport Operating intends to use the remainder of the net proceeds from the proposed offering, if any, together with cash on hand and available borrowings under its credit facility, to repurchase the remaining Tender Notes on or before May 17, 2025, the par redemption date for the Tender Notes, at a redemption price of 100,000% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date. Pending the use of the proceeds for such redemption, Gulfport Operating may use the proceeds for general corporate purposes, including reducing borrowings under the revolving credit facility, making temporary investments in cash and short-term investments, or depositing funds with the trustee for the Tender Notes sufficient to satisfy its obligations under the related indenture.

The Notes and the related guarantees are being offered and sold to persons who reasonably may be believed to be qualified institutional buyers under 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 registration under the Securities Act and applicable state securities laws or in a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws.