Item 8.01 – Other Events
On
November 16, 2020, the Bankruptcy Court entered the Order (I) Approving Notification and Hearing Procedures for Certain Transfers
of Common Stock and (II) Granting Related Relief, Docket No. 22 (the “NOL Order”). The NOL Order is designed
to assist the Company and certain of the Company’s wholly owned direct and indirect affiliates (collectively, “Gulfport”)
in preserving certain of their tax attributes by establishing, among other things, the procedures (including notice requirements)
that certain stockholders and potential stockholders must comply with regarding transfers of the Company’s common stock,
as well as certain obligations with respect to notifying Gulfport with respect to current stock ownership (the “Procedures”).
The terms and conditions of the Procedures were immediately effective and enforceable upon entry of the NOL Order by the Bankruptcy
Court. Any actions in violation of the Procedures (including the notice requirements) are null and void ab initio, and the person
or entity making such a transfer will be required to take remedial actions specified by Gulfport to appropriately reflect that
such transfer of the Company’s common stock is null and void ab initio. The foregoing description of the NOL Order is not
complete and is qualified in its entirety by reference to the NOL Order.
Additional Information on the Chapter
11 Cases
Court filings and information about the
Chapter 11 Cases can be found at a website maintained by the Company’s claims agent Epiq Corporate Restructuring, LLC at
https://dm.epiq11.com/gulfport, by calling (888) 905-0409 (toll-free) (503) 597-7687 (international), or by sending an
email to gulfport@epiqglobal.com. The documents and other information available via website or elsewhere are not part of this Current
Report and shall not be deemed incorporated herein.
Cautionary Note Regarding the Company’s
Securities
The Company cautions
that trading in the Company’s securities during the pendency of the anticipated Chapter 11 Cases is highly speculative and
poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery,
if any, by holders of the Company’s securities in the anticipated Chapter 11 Cases.
Cautionary Note
Regarding Forward-Looking Statements
This Current Report on
Form 8-K contains forward-looking statements. In addition, the Company’s management may from time to time make oral forward-looking
statements. All statements, other than statements of historical facts, are forward-looking statements. The words “could,”
“believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,”
“continue,” “predict,” “potential,” “project” and similar expressions are intended
to identify forward-looking statements, although not all forward-looking statements contain such identifying words. In addition,
the Company’s forward-looking statements address activities, events, or developments that Gulfport expects or anticipates
will or may occur in the future, including such things as the expected impact of the novel coronavirus (“COVID-19”)
pandemic on our business, our industry and the global economy, production and financial guidance, future capital expenditures
(including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals,
expansion, and growth of Gulfport’s business and operations, plans, market conditions, references to future success, reference
to intentions as to future matters and other such matters are forward-looking statements. These statements are based on certain
assumptions and analyses made by Gulfport in light of its experience and its perception of historical trends, current conditions
and expected future developments as well as other factors it believes are appropriate in the circumstances. However,
whether actual results and developments will conform with Gulfport’s expectations and predictions is subject to a number
of risks and uncertainties, general economic, market, credit, or business conditions that might affect the opportunities (or lack
thereof) that may be presented to and pursued by Gulfport; Gulfport’s ability to identify, complete and integrate acquisitions
of properties and businesses; Gulfport’s ability to achieve the anticipated benefits of its strategic initiatives; competitive
actions by other oil and gas companies; changes in laws or regulations; and other factors, many of which are beyond the control
of Gulfport. Information concerning these and other factors can be found in the Company’s filings with the Securities and
Exchange Commission (“SEC”), including its Forms 10-K, 10-Q, and 8-K. Consequently, all of the
forward-looking statements made in this current report are qualified by these cautionary statements and there can be no assurances
that the actual results or developments anticipated by Gulfport will be realized, or even if realized, that they will have the
expected consequences to or effects on Gulfport, its business, or operations. Gulfport has no intention, and disclaims any obligation,
to update or revise any forward-looking statements, whether as a result of new information, future results, or otherwise.
In addition, Gulfport's actual results could be affected by the risks and uncertainties relating to the bankruptcy filing by the
Company, including, but not limited to, the ability to confirm and consummate a plan of reorganization in accordance with the
terms of the RSA; risks attendant to the bankruptcy process, including Gulfport’s ability to obtain court approvals with
respect to motions filed or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases, the outcomes
of court rulings and the Chapter 11 Cases in general, and the length of time that the Company may be required to operate in bankruptcy;
the effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to execute the Company’s
reorganization, on the Company’s liquidity (including the availability of operating capital during the pendency of the Chapter
11 Cases), results of operations or business prospects; the effectiveness of the overall restructuring activities pursuant to
the Chapter 11 Cases and any additional strategies that Gulfport may employ to address its liquidity and capital resources; the
actions and decisions of creditors, regulators, and other third parties that have an interest in the Chapter 11 Cases, which may
interfere with the ability to confirm and consummate a plan of reorganization; restrictions on Gulfport due to the terms of any
debtor-in-possession credit facility that it will enter into in connection with the Chapter 11 Cases, including the DIP Facility,
and restrictions imposed by the applicable courts; the Company’s ability to achieve its forecasted revenue and pro forma
leverage ratio and generate free cash flow to further reduce its indebtedness; the effects of the Chapter 11 Cases on the interests
of various constituents; conditions to which any debtor-in-possession financing, including the DIP Facility, is subject and the
risk that these conditions may not be satisfied for various reasons, including for reasons outside the Company’s control.
All forward-looking statements are expressly qualified in their entirety by this cautionary notice. The forward-looking statements
made by the Company speak only as of the date on which they are made. Factors or events that could cause Gulfport’s actual
results to differ may emerge from time to time. Gulfport disclaims any obligation to update or revise these statements unless
required by securities law, and you should not place undue reliance on these forward-looking statements. Although Gulfport believes
that its plans, intentions and expectations reflected in or suggested by the forward-looking statements it makes are reasonable,
Gulfport cannot give any assurance that these plans, intentions or expectations will be achieved.