Item 4.
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PURPOSE OF TRANSACTION
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On November 13, 2020, the Issuer and certain of its wholly-owned subsidiaries (together with the Issuer, the “Debtors”) filed voluntary petitions for relief
under chapter 11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”).
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As described in the Current Report on Form 8-K filed by the Issuer with the Securities Exchange Commission on May 17, 2021, on April 28,
2021, the Bankruptcy Court entered an order (the “Confirmation Order”) approving and confirming the Amended Joint Chapter 11 Plan of Reorganization of Gulfport Energy Corporation and Its Debtor Subsidiaries (as amended, modified or
supplemented from time to time, the “Plan”). The Plan is an exhibit to the Confirmation Order.
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May 17, 2021 was the effective date (“Effective Date”) of the Plan. On the Effective Date, the Reporting Persons received an
aggregate of 7,754,752 Shares and 22,427 shares of Preferred Stock in connection with: (i) the exchange of the Issuer’s 6.625% Unsecured Notes due 2023 (the “2023 Notes”); (ii) the exchange of the Issuer’s 6.000% Unsecured Notes due
2024 (the “2024 Notes”); (iii) the exchange of the Issuer’s 6.375% Unsecured Notes due 2025 (the “2025 Notes”); (iv) the exchange of the Issuer’s 6.375% Unsecured Notes due 2026 (the “2026 Notes”) (together, the “Notes”);
and (v) its participation in the Issuer’s rights offering, and related backstop obligations and fees. The Reporting Persons also acquired certain unsecured creditors’ claims in the Issuer (Docket Nos. 1291, 1294
and 1295 of In re Gulfport Energy Corporation, Chapter 11 Case No. 20-35562, filed in the Bankruptcy Court) that may entitle the Reporting Persons to up to 536,203 Shares (the “Trade Claims Shares”) pursuant to the Plan. In addition,
as former holders of the Notes, the Reporting Persons hold claims that may entitle the Reporting Persons to up to 368,714 additional Shares that have been held in reserve and are contingent upon the resolution of certain legal proceedings
(the “Reserved Shares”) pursuant to the Plan.
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On the Effective Date, David Reganato, an employee of Silver Point, was appointed to the Issuer’s Board of Directors (the “Board”).
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The Reporting Persons intend to communicate with the Issuer’s management and Board about a broad range of operational and
strategic matters including, among other things, potential changes in the Issuer’s operations, management, organizational documents, the composition of the Board, ownership, capital or corporate structure, dividend policy, and strategy and
plans of the Issuer and to communicate with other shareholders or third parties, including potential acquirers, service providers and financing sources regarding the foregoing. The Reporting Person may exchange information with any such
persons pursuant to appropriate confidentiality or similar agreements which may include customary standstill provisions.
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The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various
factors, including without limitation, the Issuer’s financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to them, and the availability
of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, it may endeavor (i) to increase or decrease the Reporting Persons’ position in the Issuer and/or (ii) to enter into transactions that
increase or hedge economic exposure to the investment in the Issuer.
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The Reporting Persons do not have any current plan or proposal that relates to or would result in any transaction, event or
action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.
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Item 5.
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INTEREST IN SECURITIES OF THE ISSUER
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(a)
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The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated
herein by reference. The Reporting Persons currently beneficially own 9,356,681 Shares, consisting of (a) 7,754,752 Shares plus (b) 1,601,929 Shares issuable upon the exercise of 22,427 shares of Preferred Stock. These amounts do not include
up to 536,203 Trade Claims Shares and up to 368,714 Reserved Shares, which amounts may be received at a later date as a distribution in connection with the Plan.
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As reported in the Company’s Current Report on Form 8-K filed with the SEC on May 17, 2021, as of the Effective Date, there
were 19,845,780 shares of Common Stock and 55,000 shares of Preferred Stock issued and outstanding (which shares of Preferred Stock vote together on an as-converted basis with the Common Stock as a single class). Percent ownership
calculations in this Schedule 13D are calculated by using a denominator of (a) 19,845,780 shares of the Issuer's common stock outstanding plus (b) 1,601,929 shares of common stock issuable upon the conversion of the 22,427 shares of Preferred
Stock beneficially owned by the Reporting Persons. Assuming conversion of all outstanding shares of the Issuer’s Preferred Stock, the Reporting Persons beneficially own approximately 39.4% of the outstanding voting securities of the Issuer
(including in the denominator all 3,928,572 shares of common stock issuable upon the conversion of the Preferred Stock outstanding).
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(b)
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The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are
incorporated herein by reference.
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(c)
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The information reported in Item 4 is incorporated herein by reference. Other than as disclosed in that item, no
transactions in the Shares have been effected by the Reporting Person during the past sixty (60) days.
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(d)
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Not applicable.
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(e)
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Not applicable.
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