Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 15, 2020

Gulfport Energy Corporation

(Exact name of registrant specified in its charter)

Delaware	000-19514	73-1521290
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
Of Incorporation)	File Number)	Identification No.)

3001 Quail Springs Parkway

Oklahoma City, Oklahoma

73134

(Address of principal executive offices)

(Zip Code)

(405) 252-4600

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.01 per share

GPOR

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 – Entry into a Material Definitive Agreement

As previously disclosed, Gulfport Energy Corporation (the “Company”) is party to that certain Amended and Restated Credit Agreement, dated as of December 27, 2013, by and among the Company, as borrower, The Bank of Nova Scotia, as administrative agent, sole lead arranger and sole bookrunner, Amegy Bank National Association, as syndication agent, KeyBank National Association, as documentation agent, and the other lenders party thereto (as amended, supplemented or otherwise modified, the “Credit Agreement”).

On October 15, 2020, in connection with the occurrence of the Specified Default (defined below), the Company executed the First Forbearance Agreement and Amendment to Amended and Restated Credit Agreement (the “Forbearance Agreement”) among the Company, the Guarantors named therein (together with the Company, the “Loan Parties”), the lenders party thereto, each swap lender party thereto, each cash management party thereto and the Bank of Nova Scotia (individually, as lender, in its capacity as the letters of credit issuer, and in its capacity as the administrative agent for the lenders, (in such capacity, the “Agent”)). Such lender parties, swap lender parties, cash management parties and the Agent are referred to herein as the “Lender Parties.” Pursuant to the Forbearance Agreement, the Lender Parties have agreed to (i) temporarily waive any default in connection with the Specified Default prior to its occurrence without any further action and (ii) forbear from exercising certain of their default-related rights and remedies against the Company and the other Loan Parties with respect to any default in connection with the Specified Default, in each case, until the earlier of October 29, 2020 or another event that would trigger the end of the forbearance period. In addition, pursuant to the Forbearance Agreement, the Credit Agreement was amended to modify the anti-cash hoarding provisions contained therein.

A copy of the Forbearance Agreement is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Forbearance Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the Forbearance Agreement.

Item 8.01 – Other Events

On October 15, 2020, the Company elected to enter into a 30-day grace period and defer making the interest payment due October 15, 2020 with respect to its 6.000% senior unsecured notes due 2024 (the “2024 Notes”) while it continues ongoing constructive discussions with its lenders and certain other stakeholders regarding a potential comprehensive financial restructuring to strengthen the Company’s balance sheet and financial position. Pursuant to the indenture for the 2024 Notes dated October 14, 2016 (the “Indenture”), the Company has 30 days to make such interest payment prior to such deferral becoming an “Event of Default” under the Indenture (the “Specified Default”).

Also, on October 8, 2020, the Company received notice from the Agent that its borrowing base under the Credit Agreement would be redetermined as of October 8, 2020. The notice decreased the borrowing base under the Credit Agreement from $700 million to $580 million and decreased elected commitments under the Credit Agreement from $700 million to $580 million.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
10.1*		First Forbearance Agreement and Amendment to Amended and Restated Credit Agreement among the Company, the Loan Parties named therein, the lenders party thereto, each swap lender party thereto, each cash management party thereto and the Bank of Nova Scotia, individually as lender, as administrative agent and L/C issuer.
104		Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Filed herewith

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.

Dated: October 16, 2020

GULFPORT ENERGY CORPORATION