Current Report Filing (8-k)
June 26 2023 - 5:18PM
Edgar (US Regulatory)
0000874499
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0000874499
2023-06-21
2023-06-21
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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):
June 21, 2023
GULFPORT ENERGY
CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
|
001-19514 |
|
86-3684669 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
713 Market Drive
Oklahoma City, Oklahoma |
|
73114 |
(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:
☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | 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 $0.0001 per share |
|
GPOR |
|
New York Stock Exchange |
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 8.01. Other Events.
On June 21, 2023, Gulfport Energy Corporation
(the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with certain
stockholders of the Company listed in Schedule 2 thereto (the “Selling
Stockholders”) and BofA Securities, Inc., J.P. Morgan Securities LLC and Evercore Group L.L.C., on behalf of themselves and as
representatives of the several underwriters listed in Schedule 1 thereto (the
“Underwriters”), relating to the offer and sale (the “Offering”) by the Selling Stockholders of 1,300,000
shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), by
the Selling Stockholders at a price to the public of $95.00 per share. Pursuant to the Underwriting Agreement, the Selling
Shareholders granted the Underwriters a 30-day option to purchase up to an additional 195,000 shares of Common Stock to cover any
overallotments (the “Option”). The Underwriters exercised the Option in full on June 22, 2023. The Company did not sell
any shares of Common Stock in the Offering and did not receive any proceeds from the sale of the shares offered by the Selling
Shareholders.
In connection with the Offering, the Company agreed
to purchase from certain of the Selling Stockholders an aggregate of 263,158 shares of Common Stock at a price of $95.00 per share, the
price per share paid by the public in the Offering (the “Concurrent Repurchase”). The Offering, the Option and the Concurrent Repurchase
closed on June 26, 2023.
The Underwriting Agreement
contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company
and the Selling Shareholders have agreed to indemnify the Underwriters against certain liabilities and to contribute to payments the Underwriters
may be required to make in the event of any such liabilities.
The foregoing description of the Underwriting Agreement
is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit
1.1 and incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: June 26, 2023 |
By: |
/s/ Michael Hodges |
|
Name: |
Michael Hodges |
|
Title: |
Chief Financial Officer |
2
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