As
filed with the Securities and Exchange Commission on May 4, 2022
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GULFPORT
ENERGY CORPORATION*
(Exact name of registrant as specified in its charter)
Delaware | |
3001
Quail Springs Parkway Oklahoma City, Oklahoma 73134 | |
86-3684669 |
(State or other jurisdiction
of
incorporation or organization) | |
(Address, including
zip code, and telephone number, including area code, of registrant’s principal executive offices) | |
(I.R.S. Employer
Identification Number) |
Patrick
K. Craine
Chief Legal and Administrative Officer
3001 Quail Springs Parkway
Oklahoma City, Oklahoma 73134
(405) 252-4600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Sean T. Wheeler, P.C.
Michael W. Rigdon
Atma
J. Kabad
Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
(713) 836-3600
Approximate
date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ |
Accelerated filer
☐ |
Non-accelerated filer ☐ |
Smaller reporting company
☐ |
|
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 7(a)(2)(B) of the Securities Act. ☐
| * | Includes
certain subsidiaries of Gulfport Energy Corporation identified below. Each additional registrant
is a wholly owned direct or indirect subsidiary of Gulfport Energy Corporation. The address,
including zip code, and telephone number, including area code, of each of the additional
Registrants’ principal executive offices is c/o Gulfport Energy Corporation, 3001
Quail Springs Parkway, Oklahoma City, Oklahoma 73134, telephone (405) 252-4600. The name,
address, including zip code, and telephone number, including area code, of the agent for
service for each of the additional Registrants is Patrick K. Craine, Chief Legal and Administrative
Officer, 3001 Quail Springs Parkway, Oklahoma City, Oklahoma 73134, telephone (405) 252-4600. |
Exact
Name of Additional Registrants |
|
State
or Other
Jurisdiction of
Incorporation or
Organization |
|
I.R.S.
Employer
Identification
Number |
Gulfport Energy Operating Corporation |
|
Delaware |
|
73-1521290 |
Gator Marine Ivanhoe, Inc. |
|
Delaware |
|
30-0644897 |
Gator Marine, Inc. |
|
Delaware |
|
61-1601710 |
Gulfport Appalachia, LLC |
|
Delaware |
|
46-6964880 |
Gulfport Midstream Holdings, LLC |
|
Delaware |
|
81-4393431 |
Gulfport Midcon, LLC |
|
Delaware |
|
81-5049258 |
Jaguar Resources LLC |
|
Delaware |
|
30-0644897 |
Puma Resources, Inc. |
|
Delaware |
|
30-0556507 |
Westhawk Minerals LLC |
|
Delaware |
|
45-4928998 |
PROSPECTUS
GULFPORT
ENERGY CORPORATION
Common
Stock
Preferred
Stock
Debt
Securities
Guarantees
of Debt Securities
Warrants
Depository
Shares
Share
Purchase Contracts
Units
Up
to 14,326,362 Shares of Common Stock Offered by the Selling Stockholders
This
prospectus relates to the offer and sale from time to time, together or separately, in one or more offerings, any combination of common
stock of Gulfport Energy Corporation (“Gulfport”, “we”, “us” or the “Company”), $0.0001
par value per share (“Common Stock”), preferred stock (“Preferred Stock”), debt securities, which may be senior
or subordinated (“Debt Securities”), which may be guaranteed or co-issued by our Subsidiaries (the “Subsidiaries”),
warrants to purchase Common Stock, Preferred Stock or any combination thereof (“Warrants”), depository shares (“Depository
Shares”), share purchase contracts (“Share Purchase Contracts”) and units (“Units”, and collectively
with the Debt Securities, Common Stock, Preferred Stock, Warrants and Share Purchase Contracts, the “Securities”), by the
Company. In addition, the selling stockholders named in this prospectus or any supplement to this prospectus may offer and sell up to
14,326,362 shares of our Common Stock from time to time in amounts, at prices and on terms that will be determined at the time of any
such offering.
We
are registering the offer and sale of the shares of the Common Stock owned by the selling stockholders to satisfy registration rights
we have granted to the selling stockholders pursuant to a registration rights agreement dated as of May 17, 2021 (the “Registration
Rights Agreement”). We have agreed to bear all of the expenses incurred in connection with the registration of the Common Stock
covered by this prospectus. The selling stockholders will pay or assume brokerage commissions and similar charges, if any, incurred in
the sale of the Securities.
Unless
we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the sale of Securities
we are offering for general corporate purposes. We will not receive any proceeds from the offer or sale of any Securities by the selling
stockholders pursuant to this prospectus. See “Selling Stockholders” for a more detailed discussion about the selling stockholders.
The
Securities to which this prospectus relates may be offered and sold from time to time directly by us or the selling stockholders or alternatively
through underwriters, broker dealers or agents. We or the selling stockholders, as applicable, will determine at what price we or the
selling stockholders may sell the Common Stock offered by this prospectus, and such sales may be made at fixed prices, at prevailing
market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. For additional information
on the methods of sale that may be used by us or the selling stockholders, see the section entitled “Plan of Distribution.”
We
may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should carefully read
this prospectus and any prospectus supplement or amendment before you invest. You also should read the documents we have referred you
to in the “Where You Can Find More Information” section of this prospectus for information about us and our financial
statements.
Our
Common Stock is quoted on The New York Stock Exchange (“NYSE”) under the symbol GPOR. On May 3, 2022, the last reported sale
price of Common Stock on NYSE was $98.22 per share. We will provide information in the prospectus supplement for the trading market,
if any, for any preferred stock, debt securities, warrants, depository shares, share purchase contracts or units we may offer.
Our
principal executive office is located at 3001 Quail Springs Parkway, Oklahoma City, Oklahoma 73134, and our telephone number is (405)
252-4600.
Investing
in our Securities involves risks. You should carefully review the risks and uncertainties described under the heading “Risk Factors”
contained on page 6 herein and in the applicable prospectus supplement and under similar headings in the other documents incorporated
by reference into this prospectus.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THE DISCLOSURES IN THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this prospectus is May 4, 2022
TABLE
OF CONTENTS
This
prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission pursuant to which we or
the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the Securities covered by this prospectus.
You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the
front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date
of the document incorporated by reference, even though this prospectus is delivered or the Securities are sold or otherwise disposed
of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents
incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents
to which we have referred you under the caption “Where You Can Find More Information” in this prospectus.
We
have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or
in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. We are not, and the selling stockholders are not, making an offer to sell these Securities
in any jurisdiction where an offer or sale is not permitted.
This
prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our
control. Please read “Risk Factors” and “Forward-Looking Statements.”
EXPLANATORY
NOTE
On
November 13, 2020, Gulfport Energy Operating Corporation (f/k/a Gulfport Energy Corporation), a Delaware corporation (“Legacy Gulfport”)
and certain of Legacy Gulfport’s wholly owned direct subsidiaries (together with Legacy Gulfport, the “Debtors”)
filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”)
in the Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors’ chapter 11 cases
were jointly administered under the caption In re Gulfport Energy Corporation, et al. (the “Chapter 11 Cases”).
On April 15, 2021, the Debtors filed the Amended Joint Chapter 11 Plan of Reorganization of Gulfport Energy Corporation and Its Debtor
Subsidiaries (the “Plan”).
On
April 28, 2021, the Bankruptcy Court entered an order approving and confirming the Plan. In connection
with the Chapter 11 Cases and the Plan, on and prior to the Effective Date (as defined below), Legacy Gulfport effectuated certain restructuring
transactions, pursuant to which Gulfport Energy Corporation, a Delaware corporation was formed and succeeded Legacy Gulfport (and Legacy
Gulfport was renamed “Gulfport Energy Operating Corporation”).
On
May 17, 2021 (the “Effective Date”), the Plan became effective in accordance with its terms and the Debtors emerged
from the Chapter 11 Cases. As a result, effective as of the Effective Date for the purposes of Rule 15d-5 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), the Company is the successor registrant to Legacy Gulfport. The Company is
thereby deemed subject to the periodic reporting requirements of the Exchange Act, and the rules and regulations promulgated thereunder,
and, in accordance therewith, files and will file reports and other information with the Securities
and Exchange Commission (the “SEC”).
For
more information on the events that occurred and the shares of Common Stock issued in connection with our emergence from bankruptcy,
see our Current Report on Form 8-K that was filed with the SEC on May 17, 2021.
In
connection with our emergence from bankruptcy, on May 17, 2021, we entered into the Registration Rights Agreement with certain holders
of Gulfport’s Common Stock. As such, the Company is filing this prospectus under the requirements of the Registration Rights Agreement
to provide for the resale of up to an aggregate of 14,326,362 shares of Common Stock by the selling stockholders.
Unless
otherwise noted or suggested by context, all financial information and data and accompanying financial statements and corresponding notes,
as of and prior to the Emergence Date, as contained in this prospectus or incorporated by reference, reflect the actual historical consolidated
results of operations and financial condition of Gulfport for the periods presented and do not give effect to the Plan or any of the
transactions contemplated thereby or the adoption of fresh start accounting. Accordingly, such financial information may not be representative
of our performance or financial condition after the Emergence Date. Except with respect to such historical financial information and
data and accompanying financial statements and corresponding notes or as otherwise noted or suggested by the context, all other information
contained in this prospectus relates to Gulfport following the Emergence Date.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a “shelf registration statement” on Form S-3 that we filed with the Securities and Exchange Commission,
or SEC, utilizing a “shelf” registration process. Under this shelf registration process, we may offer and sell from time
to time, together or separately, in one or more offerings, any combination of the Securities described in this prospectus, and the selling
stockholders named herein may offer and sell from time to time, in one or more offerings, shares of Common Stock as described in this
prospectus.
This
prospectus provides you with a general description of the Securities we or the selling stockholders may offer. Each time we or any selling
stockholders offer Securities, we will provide a prospectus supplement accompanied by this prospectus. The prospectus supplement will
contain specific information about the nature of the Company or the persons offering Securities and the terms of the Securities being
offered at that time. The prospectus supplement may also add, update or change information contained in this prospectus. If there is
any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the
prospectus supplement.
We
have provided you only with the information contained in this prospectus, including information incorporated by reference in this prospectus
and the accompanying prospectus supplement. Neither we nor the selling stockholders have authorized anyone to provide you with different
or additional information. Neither we nor the selling stockholders take any responsibility for, and can provide no assurance as to the
reliability of any other information that others may give you. Neither we nor the selling stockholders are making an offer to sell securities
in any jurisdiction where the offer or sale of securities is not permitted. You should not assume that the information included in this
prospectus, any applicable prospectus supplement, or the documents incorporated by reference herein is accurate as of any date other
than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
You
should read carefully the entire prospectus and any applicable prospectus supplement, as well as the documents incorporated by reference
in this prospectus, before making an investment decision.
When
used in this prospectus, except where the context otherwise requires, the terms “we,” “us,” “our”
and “the Company” refer to Gulfport Energy Corporation and its consolidated subsidiaries.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a Registration Statement on Form S-3 to register the offer and sale of the Securities covered hereby. This prospectus,
which forms part of the Registration Statement, does not contain all of the information included in that Registration Statement. For
further information about us and the Securities covered by this prospectus, you should refer to the Registration Statement and its exhibits.
Certain information is also incorporated by reference in this prospectus as described under “Incorporation of Certain Documents
by Reference.”
We
are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, file periodic reports,
proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information are available at the
website of the SEC at http://www.sec.gov. We also furnish our stockholders with annual reports containing our financial statements
audited by an independent registered public accounting firm and quarterly reports containing our unaudited financial information. We
maintain a website at www.gulfportenergy.com. You may access our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and amendments to those reports, filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the
SEC free of charge at our website as soon as reasonably practicable after this material is electronically filed with, or furnished to,
the SEC. The reference to our website or web address does not constitute incorporation by reference of the information contained at that
site.
We
have not authorized anyone to provide you with any information other than that contained in this prospectus or in a document to which
we expressly have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information
that others may give you. You should assume that the information appearing in this prospectus is accurate only as of the date on the
front cover of this prospectus.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it. This means that we can disclose information to you by referring
you to those documents. The documents that have been incorporated by reference are an important part of the prospectus, and you should
review that information in order to understand the nature of any investment by you in our shares of Common Stock. Information that we
later provide to the SEC, and which is deemed to be “filed” with the SEC, will automatically update information previously
filed with the SEC, and may update or replace information in this prospectus and information previously filed with the SEC. We are incorporating
by reference the documents listed below; provided, however, that we are not incorporating any documents or information deemed to have
been furnished rather than filed in accordance with SEC rules unless specifically referenced below.
| ● | our Annual
Report on Form
10-K for the year ended December 31, 2021 filed on March 1, 2022; |
| ● | the description
of our Common Stock contained in our Form
8-A filed on May 17, 2021, including any amendment to that Form that we may file in the
future for the purpose of updating the description of our Common Stock; |
| ● | our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed on May 4, 2022;
and |
| ● | our
Definitive Proxy Statement on Schedule
14A filed on May 2, 2022. |
All
documents subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, including all such documents we
may file with the SEC after the date of the initial registration and prior to the effectiveness of the Registration Statement (excluding,
in each case, any information deemed furnished rather than filed), shall be deemed to be incorporated by reference in this prospectus
until the termination of each offering under this prospectus.
Upon
request, we will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of
the reports or documents that have been incorporated by reference in this prospectus. If you would like a copy of any of these documents,
at no cost, please write or call us at:
Gulfport
Energy Corporation
3001 Quail Springs Parkway
Oklahoma City, Oklahoma 73134
(405) 252-4600
Any
statement contained in a document which is incorporated by reference in this prospectus is automatically updated and superseded if information
contained in the prospectus modifies or replaces this information.
OUR
COMPANY
Gulfport
is an independent natural gas-weighted exploration and production company with assets primarily located in the Appalachia and Anadarko
basins. Our principal properties are located in Eastern Ohio, where we target development in what is commonly referred to as the Utica
formation, and Central Oklahoma where we target development in the SCOOP Woodford and Springer formations. Our corporate strategy is
focused on the economic development of our asset base in an effort to generate sustainable free cash flow. Gulfport’s predecessor
was incorporated in the State of Delaware in July 1997. Shares of our Common Stock trade on NYSE under the ticker symbol “GPOR”.
The
Company’s principal executive offices are located at 3001 Quail Springs Parkway, Oklahoma City, Oklahoma 73134, and the Company’s
telephone number is (405) 252-4600. We maintain a website at www.gulfportenergy.com. Information contained on, or accessible through,
our website is not incorporated by reference in this prospectus.
THE
SUBSIDIARY GUARANTORS
The
Subsidiaries may unconditionally guarantee the Debt Securities. The Subsidiaries may alternatively co-issue the Debt Securities registered
herein. As of the date hereof, each of the Subsidiaries are wholly owned subsidiaries of the Company.
RISK
FACTORS
Investing
in the Securities described herein involves risk. We urge you to carefully consider the risk factors described in our most recent Annual
Report on Form 10-K and any updates in our Quarterly Reports on Form 10-Q, together with any other SEC filings that are incorporated
by reference in this prospectus and, if applicable, in any prospectus supplement used in connection with an offering of our Securities,
as well as the information relating to us identified herein in “Cautionary Statement Concerning Forward-Looking Statements,”
before making an investment decision. Although we discuss key risks in our discussion of risk factors, new risks may emerge in the future,
which may prove to be significant. Our subsequent filings with the SEC may contain amended and updated discussions of significant risks.
We cannot predict future risks or estimate the extent to which they may affect our financial performance.
We
emerged from bankruptcy under title 11 of the Bankruptcy Code on May 17, 2021. Upon our emergence from bankruptcy, we applied fresh start
accounting. Accordingly, our future financial condition and results of operations may not be comparable to the financial condition or
results of operations reflected in the historical financial statements of Legacy Gulfport. The lack of comparable historical financial
information may discourage investors from purchasing our Securities.
FORWARD-LOOKING
STATEMENTS
This
prospectus, any accompanying prospectus supplement and the information incorporated by reference herein may include forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Exchange
Act, and the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. These statements involve
known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases,
you can identify forward looking statements by terms such as “may,” “will,” “should,” “could,”
“would,” “expects,” “plans,” “anticipates,” “intends,” “believes,”
“estimates,” “projects,” “predicts,” “potential” and similar expressions intended to
identify forward-looking statements. All statements, other than statements of historical facts, included in this prospectus, any accompanying
prospectus supplement and the information incorporated by reference herein that address activities, events or developments that we expect
or anticipate will or may occur in the future, including such things as the expected impact of the novel coronavirus disease (COVID-19)
pandemic on our business, our industry and the global economy, estimated future production and net revenues from oil and gas reserves
and the present value thereof, future capital expenditures (including the amount and nature thereof), the impact of our emergence from
bankruptcy, share repurchases, business strategy and measures to implement strategy, competitive strength, goals, expansion and growth
of our business and operations, plans, references to future success, reference to intentions as to future matters and other such matters
are forward-looking statements.
These
forward-looking statements are largely based on our expectations and beliefs concerning future events, which reflect estimates and assumptions
made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other
factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.
Although
we believe our estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties
that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions
all readers that the forward-looking statements contained in this prospectus, any accompanying prospectus supplement and the information
incorporated by reference herein are not guarantees of future performance, and we cannot assure any reader that those statements will
be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or
implied in the forward-looking statements due to the factors listed in Item 1A. “Risk Factors” and Item 7. “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” sections and elsewhere of our Annual Report on Form
10-K for the year ended December 31, 2021. All forward-looking statements speak only as of the date of this prospectus, the date of any
accompanying prospectus supplement or the date of the information incorporated by reference herein, as applicable.
All
forward-looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this cautionary
statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements
that we or persons acting on our behalf may issue.
Except
as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified
by the statements in this section, to reflect events or circumstances after the date of this prospectus.
Investors
should note that we announce financial information in SEC filings. We may use the Investors section of our website (www.gulfportenergy.com)
to communicate with investors. It is possible that the financial and other information posted there could be deemed to be material information.
The information on our website is not part of this prospectus.
USE
OF PROCEEDS
Unless
we inform you otherwise in a prospectus supplement or free writing prospectus, we intend to use the net proceeds from the sale of Securities
we are offering for general corporate purposes. This may include, among other things, additions to working capital, repayment or refinancing
of existing indebtedness or other corporate obligations, financing of capital expenditures and acquisitions and investment in existing
and future projects. Any specific allocation of the net proceeds of an offering of Securities to a specific purpose will be determined
at the time of the offering and will be described in an accompanying prospectus supplement or free writing prospectus.
The
selling stockholders may offer and sell up to an aggregate of 14,326,362 shares of Common Stock under this prospectus, including up to
1,695,929 shares of Common Stock issuable upon conversion of certain shares of our Series A Preferred Stock. See the section entitled,
“Selling Stockholders.” Accordingly, we will not receive any proceeds from the sales of Common Stock sold by the selling
stockholders. We will bear the costs associated with the sale of any Securities under this prospectus by the selling stockholders, other
than underwriting discounts and commissions.
SELLING
STOCKHOLDERS
This
prospectus covers the offering for resale of up to an aggregate of 14,326,362 shares of Common Stock, including the resale of up to 1,695,929
shares of Common Stock issuable upon conversion of shares of our Series A Preferred Stock, that may be offered and sold from time to
time under this prospectus by the selling stockholders identified below, subject to any appropriate adjustment as a result of any stock
dividend, stock split or distribution, or in connection with a combination of shares, and any security into which such shares of Common
Stock shall have been converted or exchanged in connection with a recapitalization, reorganization, reclassification, merger, consolidation,
exchange, distribution or otherwise.
The
selling stockholders acquired the shares of Common Stock offered hereby either in connection with our emergence from bankruptcy on May
17, 2021 or in open market purchases. The shares of Series A Preferred Stock convertible into certain of the shares of Common Stock offered
hereby were acquired by certain of the selling stockholders in connection with our emergence from bankruptcy on May 17, 2021. On May
17, 2021, we entered into the Registration Rights Agreement with the selling stockholders pursuant to which we were obligated to prepare
and file a registration statement to permit the resale of certain shares of Common Stock held by the selling stockholders from time to
time as permitted by Rule 415 promulgated under the Securities Act.
We
have prepared the table, the paragraph immediately following this paragraph, and the related notes based on information supplied to us
by the selling stockholders and such information is as of May 3, 2022 (except as otherwise noted). We have not sought to verify such
information. We believe, based on information supplied by the selling stockholders, that except as may otherwise be indicated in the
footnotes to the table below, the selling stockholders have sole voting and dispositive power with respect to the shares of Common Stock
reported as beneficially owned by them. Because the selling stockholders identified in the table may sell some or all of the shares of
Common Stock owned by them which are included in this prospectus, and because there are currently no agreements, arrangements or understandings
with respect to the sale of any of the shares of Common Stock, no estimate can be given as to the number of the shares of Common Stock
available for resale hereby that will be held by the selling stockholders upon termination of this offering. In addition, the selling
stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from
time to time, the shares of Common Stock they hold in transactions exempt from the registration requirements of the Securities Act after
the date on which the selling stockholders provided the information set forth on the table below. We have, therefore, assumed for the
purposes of the following table, that the selling stockholders will sell all of the shares of Common Stock beneficially owned by them
that are covered by this prospectus, including any shares of Common Stock issuable upon conversion of the shares of Series A Preferred
Stock set forth in the table below. The selling stockholders are not obligated to sell any of the shares of Common Stock offered by this
prospectus. The percent of beneficial ownership for the selling security holders is based on 20,992,042 shares of Common Stock outstanding
as of April 29, 2022.
|
|
Shares
of
Common
Stock
Beneficially
Owned Prior to
the Offering(1) |
|
Shares of
Common
Stock
Offered |
|
|
Shares
of Common Stock
Beneficially Owned After
Completion of the Offering(3)(4) |
|
|
|
Number |
|
|
Percentage |
|
Hereby(2) |
|
|
Number |
|
|
Percentage |
|
Selling stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AllianceBernstein L.P.(5) |
|
|
909,675 |
|
|
|
4.3% |
|
|
632,175 |
|
|
|
277,500 |
|
|
|
1.1% |
|
JP Morgan
Investment Management, Inc. and JPMorgan Chase Bank, N.A.(6) |
|
|
1,927,091 |
|
|
|
9.0% |
|
|
1,584,877 |
|
|
|
342,214 |
|
|
|
1.4% |
|
MacKay Shields LLC(7) |
|
|
2,740,599 |
|
|
|
12.7% |
|
|
1,810,929 |
|
|
|
929,670 |
|
|
|
3.7% |
|
Silver Point Capital, L.P.(8) |
|
|
10,298,381 |
|
|
|
45.4% |
|
|
10,298,381 |
|
|
|
— |
|
|
|
— |
|
| (1) | The amounts and
percentages of Common Stock beneficially owned are reported on the basis of regulations of
the SEC governing the determination of beneficial ownership of securities. Under the rules
of the SEC, a person is deemed to be a “beneficial owner” of a security if that
person has or shares voting power, which includes the power to vote or direct the voting
of such security, or investment power, which includes the power to dispose of or to direct
the disposition of such security. Under these rules, more than one person may be deemed to
be a beneficial owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which such person has no economic interest. |
| (2) | Includes
all shares of Common Stock issuable upon conversion of our Series A Preferred Stock held by Silver Point (as
defined below). Does not include shares of Common Stock issuable upon conversion of our Series A Preferred
Stock beneficially owned by any other selling stockholders. Assumes the full conversion of shares of Series
A Preferred Stock at a conversion rate based on a liquidation preference of $1,000 per share of preferred stock
and a conversion price of $14.00, in each case pursuant to our A&R Certificate of Incorporation.
|
| (3) | Assumes Silver
Point Capital, L.P. (“Silver Point”) sells all of the shares of Common Stock
beneficially owned by Silver Point, including any shares of Common Stock issuable upon conversion
of shares of Series A Preferred Stock, and does not acquire beneficial ownership of any additional
shares of our Common Stock. Assumes the selling stockholders other than Silver Point sell
all of the shares of Common Stock beneficially owned, except for any shares of Common Stock
issuable upon conversion of shares of Series A Preferred Stock.
|
| (4) | In calculation
of percentages, assumes that all shares of Series A Preferred Stock were converted to shares
of Common Stock. |
| (5) | Includes (i) 176,618 shares of Common Stock and shares of Common Stock
issuable upon conversion of 757 shares of Series A Preferred Stock owned by AB High Income Fund, Inc., (ii) 25,610 shares of Common
Stock and shares of Common Stock issuable upon conversion of 108 shares of Series A Preferred Stock owned by AB Bond Fund, Inc. - AB
Income Fund, (iii) 1,374 shares of Common Stock and shares of Common Stock issuable upon conversion of 4 shares of Series A
Preferred Stock owned by AB Bond Fund, Inc. - AB High Yield Portfolio, (iv) 2,576 shares of Common Stock and shares of Common Stock
issuable upon conversion of 9 shares of Series A Preferred Stock owned by The AB Portfolios - AB All Market Total Return Portfolio,
(v) 32,376 shares of Common Stock and shares of Common Stock issuable upon conversion of 136 shares of Series A Preferred Stock
owned by AllianceBernstein Global High Income Fund, Inc., (vi) 16,172 shares of Common Stock and shares of Common Stock issuable
upon conversion of 69 shares of Series A Preferred Stock owned by AB SICAV I - All Market Income Portfolio, (vii) 426,777 shares of
Common Stock owned by AB FCP I - Global High Yield Portfolio, (viii) 801 shares of Common Stock and shares of Common Stock issuable
upon conversion of 2 shares of Series A Preferred Stock owned by AB SICAV I - Global Income Portfolio, (ix) 4,437 shares of Common
Stock and shares of Common Stock issuable upon conversion of 17 shares of Series A Preferred Stock owned by AB SICAV I - US High
Yield Portfolio, (x) 370 shares of Common Stock owned by Kaiser Foundation Hospitals, (xi) 3,425 shares of Common Stock and shares
of Common Stock issuable upon conversion of 13 shares of Series A Preferred Stock owned by AB Bond Fund, Inc. - AB Limited Duration
High Income Portfolio, (xii) 16,339 shares of Common Stock and shares of Common Stock issuable upon conversion of 69 shares of
Series A Preferred Stock owned by Teachers’ Retirement System of Louisiana, (xiii) 13,728 shares of Common Stock and shares of
Common Stock issuable upon conversion of 54 shares of Series A Preferred Stock owned by AB Collective Investment Trust Series - AB
US High Yield Collective Trust and (xiv) 189,071 shares of Common Stock issuable upon conversion of 2,647 shares of Series A
Preferred Stock owned by AllianceBernstein(Luxembourg) S.a.r.l., in its capacity as management company, for and on behalf of AB FCP
I - Global High Yield Portfolio (collectively, the “AllianceBernstein
Accounts”). AllianceBernstein L.P. is investment advisor to the AllianceBernstein Accounts. John Tota, in his position as
Director of Portfolio Administration of AllianceBernstein L.P., may be deemed to have voting and investment power with respect to
the common stock owned by the AllianceBernstein Accounts. The address for the foregoing persons is 501 Commerce Street, Nashville,
TN 37203. |
| (6) | Consists of 1,927,091
shares held of record by investment funds and accounts for which the investment manager (with
sole voting and dispositive power) is J.P. Morgan Investment Management Inc. (“JPMIM”)
or JPMorgan Chase Bank, N.A. (“JPMCB”). The address for JPMIM and JPMCB is 383
Madison Avenue, New York, NY 10179.
|
| (7) | MacKay Shields LLC, a registered investment advisor, is an indirect
wholly-owned subsidiary of New York Life Insurance Company. MacKay Shields LLC is deemed to be the beneficial owner of an aggregate
of 2,740,599 shares of Common Stock, which includes shares of Common Stock issuable upon conversion of 7,270 shares of Series A
Preferred Stock. The aggregate amount being offered pursuant to this registration statement only includes (i) 1,502,300 shares of
Common Stock and shares of Common Stock issuable upon conversion of 4,201 shares of Series A Preferred Stock held by Mainstay MacKay
High Yield Corporate Bond Fund, (ii) 406,067 shares of Common Stock and shares of Common Stock issuable upon conversion of 1,134
shares of Series A Preferred Stock held by Mainstay VP High Yield Corporate Bond Portfolio, and (iii) 96,932 shares of Common Stock
and shares of Common Stock issuable upon conversion of 269 shares of Series A Preferred Stock held by Mainstay MacKay Short Duration
High Yield Fund (clauses (i)-(iii), the “Mainstay Funds”). MacKay Shields LLC does not own any equity interest in the
Mainstay Funds but has been delegated voting and dispositive power over the common stock identified above as beneficially owned by
the Mainstay Funds. The aggregate amount being offered hereby also includes 245,201 shares of Common Stock and shares of Common
Stock issuable upon conversion of 550 shares of Series A Preferred Stock held by various funds and other managed accounts that are
investment clients of MacKay Shields LLC. The remaining 490,098 shares of Common Stock which MacKay Shields LLC is deemed to beneficially own (which includes shares of Common Stock
issuable upon conversion of 1,116 shares of Series A Preferred Stock) and which shares are held on behalf of various funds and other managed
accounts that are investment clients of MacKay Shields LLC that are not named herein are not being offered pursuant to this registration
statement. The address of MacKay Shields LLC is 1345 Avenue of Americas, New York, NY
10105. |
| (8) | Silver
Point or its wholly owned subsidiaries are the investment managers of Silver Point Capital
Fund, L.P., Silver Point Capital Offshore Master Fund, L.P., Silver Point Distressed Opportunities
Fund, L.P., Silver Point Distressed Opportunities Offshore Master Fund, L.P., Silver Point
Distressed Opportunity Institutional Partners, L.P. and Silver Point Distressed Opportunity
Institutional Partners Master Fund (Offshore), L.P. (the “Funds”) and, by reason
of such status, may be deemed to be the beneficial owner of all of the reported securities
held by the Funds. Silver Point Capital Management, LLC (“Management”) is the general
partner of Silver Point and as a result may be deemed to be the beneficial owner of all securities
held by the Funds. Messrs. Edward A. Mulé and Robert J. O’Shea are each members of
Management and as a result may be deemed to be the beneficial owner of all of the securities
held by the Funds. Silver Point, Management and Messrs. Mule and O’Shea disclaim beneficial
ownership of the reported securities held by Funds except to the extent of their pecuniary
interests. |
PLAN
OF DISTRIBUTION
As
of the date of this prospectus, we have not determined any plan of distribution and we have not been advised by the selling stockholders
as to any plan of distribution. Distributions of the Securities by the selling stockholders, or by their partners, pledgees, donees (including
charitable organizations), transferees or other successors in interest, may from time to time be offered for sale either directly by
such individual, or through underwriters, dealers or agents or on any exchange on which the Securities may from time to time be traded,
in the over-the-counter market, or in independently negotiated transactions or otherwise. The methods by which the Securities may be
sold by us or the selling stockholders include:
| ● | privately
negotiated transactions; |
| ● | underwritten
transactions; |
| ● | exchange
distributions and/or secondary distributions; |
| ● | sales
in the over-the-counter market; |
| ● | ordinary
brokerage transactions and transactions in which the broker solicits purchasers; |
| ● | broker-dealers
may agree with the selling stockholders to sell a specified number of such shares at a stipulated
price per share; |
| ● | a
block trade (which may involve crosses) in which the broker or dealer so engaged will attempt
to sell the Securities as agent but may position and resell a portion of the block as principal
to facilitate the transaction; |
| ● | purchases
by a broker or dealer as principal and resale by such broker or dealer for its own account
pursuant to this prospectus; |
| ● | through
the writing of options on the shares, whether or not the options are listed on an options
exchange; |
| ● | through
the distributions of the shares by any selling stockholder to its partners, members or stockholders; |
| ● | a
combination of any such methods of sale; and |
| ● | other
method permitted pursuant to applicable law. |
We
or the selling stockholders may also sell shares of Common Stock under Rule 144 under the Securities Act, in each case if available,
rather than under this prospectus.
Such
transactions may be effected by us or the selling stockholders at market prices prevailing at the time of sale or at negotiated prices.
We or the selling stockholders may effect such transactions by selling the Securities to underwriters or to or through broker-dealers,
and such underwriters or broker-dealers may receive compensation in the form of discounts or commissions from us or the selling stockholders
and may receive commissions from the purchasers of the securities for whom they may act as agent. We or the selling stockholders may
agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of the Securities against
certain liabilities, including liabilities arising under the Securities Act. We have agreed to register the Securities for sale under
the Securities Act and to indemnify the selling stockholders and each person who participates as an underwriter in the offering of the
Securities against certain civil liabilities, including certain liabilities under the Securities Act.
In
connection with sales of the Securities under this prospectus, the selling stockholders may enter into hedging transactions with broker-dealers,
who may in turn engage in short sales of the Securities in the course of hedging the positions they assume. The selling stockholders
also may sell Securities short and deliver them to close their short positions, or loan or pledge the securities to broker-dealers that
in turn may sell them.
The
selling stockholders may from time to time pledge or grant a security interest in some or all of the Securities owned by them and, if
they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell Securities from time
to time under this prospectus, or under an amendment to this prospectus under Rule 424 or other applicable provision of the Securities
Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders
under this prospectus.
There
can be no assurances that the selling stockholders will sell any or all of the Securities offered under this prospectus.
DESCRIPTION
OF DEBT SECURITIES
The
Debt Securities will be either our senior Debt Securities (“Senior Debt Securities”) or our subordinated Debt Securities
(“Subordinated Debt Securities”). The Senior Debt Securities and the Subordinated Debt Securities will be issued under separate
indentures among us, the Subsidiary Guarantors (as defined below) of such Debt Securities, if applicable, and a trustee to be determined
(the “Trustee”). Senior Debt Securities will be issued under a “Senior Indenture” and Subordinated Debt Securities
will be issued under a “Subordinated Indenture.” Together, the Senior Indenture and the Subordinated Indenture are called
“Indentures.”
The
Debt Securities may be issued from time to time in one or more series. The particular terms of each series that are offered by a prospectus
supplement will be described in the prospectus supplement.
The
rights of Gulfport and our creditors, including holders of the Debt Securities, to participate in the assets of our subsidiaries (other
than the Subsidiary Guarantors of such Securities, if applicable), upon the latter’s liquidation or reorganization, will be subject
to the prior claims of the subsidiaries’ creditors, except to the extent that we may ourselves be a creditor with recognized claims
against such subsidiary.
We
have summarized selected provisions of the Indentures below. The summary is not complete. The form of each Indenture has been filed with
the SEC as an exhibit to the registration statement of which this prospectus is a part, and you should read the Indentures for provisions
that may be important to you. Capitalized terms used in the summary have the meanings specified in the Indentures.
General
The
Indentures provide that Debt Securities in separate series may be issued thereunder from time to time without limitation as to aggregate
principal amount. We may specify a maximum aggregate principal amount for the Debt Securities of any series. We will determine the terms
and conditions of the Debt Securities, including the maturity, principal and interest, but those terms must be consistent with the Indenture.
The Debt Securities will be our unsecured obligations. If the prospectus supplement so indicates, the Debt Securities will be convertible
into our Common Stock.
The
Subordinated Debt Securities will be subordinated in right of payment to the prior payment in full of all of our Senior Debt (as defined)
as described in the prospectus supplement applicable to any Subordinated Debt Securities.
If
specified in the prospectus supplement respecting a particular series of Debt Securities, certain of the Subsidiaries (as applicable,
the “Subsidiary Guarantors”) will fully and unconditionally guarantee (the “Subsidiary Guarantee”) that series,
or may be a co-issuer of that series, in each case as described in the prospectus supplement. Each Subsidiary Guarantee will be an unsecured
obligation of the Subsidiary Guarantor. A Subsidiary Guarantee of Subordinated Debt Securities will be subordinated to the Senior Debt
of the Subsidiary Guarantors on the same basis as the Subordinated Debt Securities are subordinated to our Senior Debt.
The
applicable prospectus supplement will set forth the price or prices at which the Debt Securities to be issued will be offered for sale
and will describe the following terms of such Debt Securities:
(1)
the title of the Debt Securities;
(2)
whether the Debt Securities are Senior Debt Securities or Subordinated Debt Securities and, if Subordinated Debt Securities, the related
subordination terms;
(3)
whether the Subsidiary Guarantors will provide a Subsidiary Guarantee of the Debt Securities;
(4)
any limit on the aggregate principal amount of the Debt Securities;
(5)
each date on which the principal of the Debt Securities will be payable;
(6) the interest rate that the Debt Securities
will bear and the interest payment dates for the Debt Securities;
(7) each place where payments on the Debt Securities
will be payable;
(8)
any terms upon which the Debt Securities may be redeemed, in whole or in part, at our option;
(9) any sinking fund or other provisions that
would obligate us to redeem or otherwise repurchase the Debt Securities;
(10)
the portion of the principal amount, if less than all, of the Debt Securities that will be payable upon declaration of acceleration of
the Maturity of the Debt Securities;
(11) whether the Debt Securities are defeasible;
(12)
any addition to or change in the Events of Default;
(13) whether the Debt Securities are convertible
into our Common Stock and, if so, the terms and conditions upon which conversion will be effected, including the initial conversion price
or conversion rate and any adjustments thereto and the conversion period;
(14)
any addition to or change in the covenants in the Indenture applicable to the Debt Securities; and
(15)
any other terms of the Debt Securities not inconsistent with the provisions of the Indenture.
Debt Securities, including any Debt Securities
that provide for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity
thereof (“Original Issue Discount Securities”), may be sold at a substantial discount below their principal amount. Special
United States federal income tax considerations applicable to Debt Securities sold at an original issue discount may be described in the
applicable prospectus supplement. In addition, special United States federal income tax or other considerations applicable to any Debt
Securities that are denominated in a currency or currency unit other than United States dollars may be described in the applicable prospectus
supplement.
Global Securities
Some or all of the Debt Securities of any series
may be represented, in whole or in part, by one or more Global Securities that will have an aggregate principal amount equal to that of
the Debt Securities they represent. Each Global Security will be registered in the name of a Depositary or its nominee identified in the
applicable prospectus supplement, will be deposited with such Depositary or nominee or its custodian and will bear a legend regarding
the restrictions on exchanges and registration of transfer thereof referred to below and any such other matters as may be provided for
pursuant to the applicable Indenture.
Governing Law
The Indentures and the Debt Securities will be
governed by, and construed in accordance with, the laws of the State of New York.
The Trustee
We will enter into the Indentures with a Trustee
that is qualified to act under the Trust Indenture Act of 1939, as amended, and with any other Trustees chosen by us and appointed in
a supplemental indenture for a particular series of Debt Securities. We may maintain a banking relationship in the ordinary course of
business with our Trustee and one or more of its affiliates.
DESCRIPTION OF CAPITAL STOCK
Authorized Capitalization
The Amended and Restated Certificate of Incorporation
(the “A&R Certificate of Incorporation”) of the Company provides that the Company is authorized to issue 42,110,000 shares
of capital stock, divided into two classes consisting of (a) 42,000,000 shares of Common Stock and (b) 110,000 shares of Preferred Stock,
which are all currently designated as Series A Convertible Preferred Stock, par value of $0.0001 per share (the “Series A Preferred
Stock”).
Common Stock
As
of April 29,, 2022, there were 20,992,042 shares of Common Stock issued and outstanding.
Voting Rights
Each holder of Common Stock is entitled to one
vote for each share on all matters submitted to a vote of the stockholders, including the election or removal of directors.
The bylaws of the Company (the “Bylaws”)
provide that the Board of Directors of the Company (the “Board”) be comprised of not less than five nor more than 11 directors.
The number of directors constituting the full Board shall be set from time to time by the Board within the limits set forth above. The
Board may fill any vacancy resulting from the non-election or resignation of a director as provided in these Bylaws if such vacancy has
not been filled by action of the stockholders. Pursuant to the A&R Certificate of Incorporation, the Board may adopt, amend, alter
or repeal from time to time the Bylaws of the Company by the affirmative vote of the directors at a meeting where a quorum is present,
subject to the right of the stockholders entitled to vote with respect thereto to adopt, amend and repeal Bylaws made by the Board.
Dividends
The Board may from time to time declare, and
the Company may pay, dividends (payable in cash, property or shares of the Company’s capital stock) on the Company’s
outstanding shares of capital stock, subject to applicable law and the A&R Certificate of Incorporation, and the Board may set
apart out of the funds of the Company available for dividends a reserve for any proper purpose and may abolish such reserve.
Liquidation
Except as otherwise required by the Bylaws, the
A&R Certificate of Incorporation or any Certificate of Designations relating to Preferred Stock (the “Preferred Terms”),
the Common Stock will have all rights and privileges typically associated with such securities as set forth in the Delaware General Corporation
Law (the “DGCL”) in relation to rights upon liquidation.
Preferred Stock
As of April 29, 2022, there were 55,212 shares of Series A Preferred
Stock issued and outstanding.
Authorized and unissued shares of Preferred
Stock may be issued from time to time in one or more additional series as the Board, by resolution or resolutions, may from time to
time determine, each of said series to be distinctively designated. The voting powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations or restrictions thereof, if any, of each such series of
Preferred Stock may differ from those of any and all other series of Preferred Stock (including the Series A Preferred Stock) at any
time outstanding, and, subject to certain exceptions set forth in the A&R Certificate of Incorporation, and applicable law, the
Board may fix or alter, by resolution or resolutions, the designation, number, voting powers, preferences and relative,
participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of each series of
Preferred Stock.
Series A Preferred Stock
Ranking
Each share of the Series A Preferred Stock will
be identical in all respects to every other share of the Series A Preferred Stock, and will, with respect to dividend rights, redemption
rights and rights upon liquidation, dissolution or winding-up of the affairs of Gulfport, rank senior to the Common Stock and each other
class of Gulfport’s capital stock and any other series of Preferred Stock established after the Effective Date (all such shares,
collectively, the “Junior Securities”), except for any such securities designated as senior or pari passu to the Series A
Preferred Stock and approved pursuant to the (the “Preferred Terms”).
The distinctive designation of, and the number
of shares of Series A Preferred Stock that shall constitute, each series of Series A Preferred Stock may be increased or decreased (except
as otherwise provided by the Board in the resolution establishing such series and in any event not below the number of shares of such
series then outstanding) from time to time by the Board without prior approval of the holders of such series.
Voting Rights
The holders of Series A Preferred Stock shall be
entitled to vote on all matters submitted to the stockholders for a vote, voting together with the holders of the Common Stock as a single
class, with each share of Series A Preferred Stock entitled to a number of votes equal to the voting power of one share of Common Stock,
multiplied by the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock as of the record date for
such vote or, if no record date is specified, as of the date of such vote (in each case, including any Series A Preferred Stock issuable
in respect of any accrued but unpaid dividends to, but not including, such date).
So long as any shares of Series A Preferred Stock
are outstanding, Gulfport shall not take any of the following actions without the affirmative vote or consent of the holders of a majority
of the outstanding shares of Series A Preferred Stock, voting as a separate class: (i) authorize, allow or undertake any liquidation,
dissolution or winding-up of the affairs of Gulfport; (ii) issue or pay any dividend, distribution or other payment with respect to Junior
Securities other than Common Stock; or (iii) amend or alter the A&R Certificate of Incorporation or the Preferred Terms to amend the
terms of the Series A Preferred Stock.
Dividends and Maturity
Holders of Series A Preferred Stock are entitled
to receive cumulative dividends payable quarterly in arrears with respect to each dividend period ending on and including the last calendar
day of each three-month period ending March 31, June 30, September 30 and December 31, respectively (each such date, a “Dividend Payment Date”), at a rate of 10% per annum of the Liquidation Preference (as
defined below) with respect to cash dividends and 15% per annum of the Liquidation Preference with respect to dividends paid in kind as
additional shares of Series A Preferred Stock (“PIK Dividends”). Gulfport must pay PIK Dividends for so long as the quotient
obtained by dividing (i) Total Net Funded Debt (as defined in the Second Amended and Restated Credit Agreement entered into by Gulfport
on the Effective Date (the “Credit Agreement”) by (ii) the last twelve (12) months of EBITDAX (as defined in the Credit Agreement)
calculated as at the applicable record date is equal to or greater than 1.50. If such ratio is less than 1.50 such dividend shall be paid
in either cash or as PIK Dividends, subject to certain conditions in the Preferred Terms. The record date for payment of quarterly dividends
on the Series A Preferred Stock will be the close of business on the 15th day of the calendar month of the applicable Dividend Payment
Date.
To the extent that Gulfport pays a dividend
or distribution on shares of Common Stock, whether in the form of cash, securities, debt, assets or options, warrants or other
rights, but excluding any dividend or distribution payable solely in shares of Common Stock (which shall result in an adjustment to
the Conversion Price (as defined below)), such dividend shall be payable to holders of shares of Common Stock and shares of Series A
Preferred Stock on a pari passu pro rata basis.
The Series A Preferred Stock has no stated maturity
and will remain outstanding indefinitely unless repurchased or redeemed by Gulfport or converted into Common Stock.
Conversion Rights
Each holder of shares of Series A Preferred Stock
has the right (the “Conversion Right”), at its option and at any time, to convert all or a portion of the shares of Series
A Preferred Stock that it holds into a number of shares of Common Stock equal to the quotient obtained by dividing (x) the product obtained
by multiplying (i) the Liquidation Preference times (ii) an amount equal to one (1) plus the Per Share Makewhole Amount (as defined in
the Preferred Terms) on the date of conversion, by (y) $14.00 per share (as may be adjusted under the Preferred Terms) (the “Conversion
Price”).
Liquidation Rights
The Series A Preferred Stock are entitled to a
liquidation preference of $1,000 per share of Series A Preferred Stock (the “Liquidation Preference”). Upon any Liquidation
Event (as defined in the Preferred Terms), each holder of shares of the Series A Preferred Stock will be entitled to payment out of the
assets of Gulfport available for distribution, before any distribution or payment out of such assets may be made to the holders of any
Junior Securities, and subject to the rights of the holders of any Senior Securities (as defined in the Preferred Terms) or Parity Securities
(as defined in the Preferred Terms) approved, if and to the extent required, by the holders of Series A Preferred Stock and the rights
of Gulfport’s creditors, of an amount equal to the greater of (i) the Liquidation Preference payable with respect to the outstanding
shares of Series A Preferred Stock and any accrued and unpaid dividends thereon, whether or not declared or (ii) such amount per share
of Series A Preferred Stock as would have been payable had all shares of Series A Preferred Stock been converted into Common Stock immediately
prior to such Liquidation Event.
Optional Redemption
Following the Effective Date, upon or after the
payment of the First-Out Payment in Full (as defined in the Credit Agreement), Gulfport shall have the right, but not the obligation,
to redeem all, but not less than all, of the outstanding shares of Series A Preferred Stock by notice to the holders of Series A Preferred
Stock, at the greater of (i) the aggregate value of the Series A Preferred Stock, calculated by the Current Market Price (as defined in
the Preferred Terms) of the number of shares of Common Stock into which, subject to redemption, such Series A Preferred Stock would have
been converted if such shares were converted pursuant to the Conversion Right at the time of such redemption and (ii) (y) if the date
of such redemption is on or prior to the three year anniversary of the date hereof, the sum of the Liquidation Preference plus the sum
of all unpaid PIK Dividends through the three year anniversary of the date hereof, or (x) if the date of such redemption is after the
three year anniversary of the date hereof, the Liquidation Preference (the “Redemption Price”).
Mandatory Redemption
Following the Effective Date, if there shall occur
a Fundamental Change (as defined in the Preferred Terms), Gulfport shall, after the payment of the First-Out Payment in Full (as defined
in the Credit Agreement) or to the extent not prohibited under the Exit Credit Facility, redeem all, but not less than all, of the outstanding
shares of Series A Preferred Stock by cash payment of the Redemption Price per share of Series A Preferred Stock within three (3) business
days of the occurrence of such Fundamental Change. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding
sentence, if Gulfport lacks sufficient cash to redeem all outstanding shares of Series A Preferred Stock, Gulfport shall redeem a pro
rata portion of each holder’s shares of Series A Preferred Stock.
Anti-Takeover Provisions
Some provisions of Delaware law, the A&R Certificate
of Incorporation and the Bylaws could make certain change of control transactions more difficult, including acquisitions of Gulfport by
means of a tender offer, proxy contest or otherwise, as well as removal of the incumbent directors. These provisions may have the effect
of preventing changes in management. It is possible that these provisions would make it more difficult to accomplish or deter transactions
that a stockholder might consider in his or her best interest, including those attempts that might result in a premium over the market
price for the Common Stock.
Prohibited Transfers
In order
to preserve the benefits of certain tax attributes to Gulfport, following any “Threshold Level Determination” (as defined
in the A&R Certificate of Incorporation), the A&R Certificate of Incorporation generally imposes restrictions, subject to certain
exceptions and waivers, on any direct or indirect transfer of (i) any interest that would be treated as “stock” of Gulfport
pursuant to Treasury Regulations § 1.382-2(a)(3) or § 1.382-2T(f)(18) (“Capital Stock”) and (ii) any warrants, rights
or options (including options within the meaning of Treasury Regulations § 1.382-4(d)(9) and § 1.382-2T(h)(4)(v)) to purchase
securities of Gulfport (in each case, including certain transfers of any such Gulfport securities that result from the transfer of interests
in other entities that own Gulfport securities) if the effect would be to:
| ● | increase
the direct or indirect ownership of Corporation Securities (as defined in the A&R Certificate of Incorporation), including any ownership
by virtue of application of constructive ownership rules, with such direct, indirect and constructive ownership determined under the
provisions of Section 382 of the Code and the Treasury Regulations thereunder (“Stock Ownership”), by any individual, corporation
or other legal entity, including persons treated as an entity pursuant to Treasury Regulations § 1.382-3(a)(1)(i), and including
any successor (by merger or otherwise) of such entity (a “Person”) to 4.9% percent or more of Gulfport’s Capital Stock
(as defined in the A&R Certificate of Incorporation) then outstanding; or |
| ● | increase
the percentage of Stock Ownership of a Person who owns, directly and constructively, 4.9% or more of Gulfport’s Capital Stock. |
The transfer
restrictions in the A&R Certificate of Incorporation have anti-takeover effects because, among other things, they will restrict the
ability of a person, entity or group to accumulate 4.9% or more of Gulfport’s Capital Stock following a Threshold Level Determination.
Number and Election of Directors
The Bylaws provide that the Board shall be comprised
of no less than five and no more than eleven directors, with the number of directors to be fixed from time to time by resolution adopted
by the Board.
Calling of Special Meeting of Stockholders
The Bylaws provide that special meetings of stockholders
may be called only by (a) the Chair of the Board or Chief Executive Officer and President and (b) the Chair of the Board, Chief Executive
Officer and President or Secretary on the written request of a majority of directors then in office, or the sole director, as the case
may be, and will be held at such time, date and place as may be determined by the person calling the meeting or, if called upon the request
of directors or the sole director, as specified in such written request.
Amendments to the Bylaws
The Board shall have the power to make, adopt,
alter, amend and repeal from time to time the Bylaws by the affirmative vote of a majority of the directors present at any regular or
special meeting of the Board at which a quorum is present in any manner not inconsistent with the laws of the State of Delaware, subject
to the right of the stockholders entitled to vote with respect thereto to adopt, amend and repeal Bylaws made by the Board.
Other Limitations on Stockholder Actions
At any annual or special meeting of the stockholders,
only such business will be conducted as will have been properly brought before the meeting in accordance the Bylaws. To be properly brought
before an annual meeting business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction
of the Board, (ii) otherwise properly brought before the meeting by or at the direction of the Board, or (iii) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of Gulfport. To be timely, a stockholder’s notice must be delivered
to and received at the principal executive offices of Gulfport not less than sixty (60) days nor more than ninety (90) days prior to the
first anniversary of the preceding year’s annual meeting, provided, however, that in the event that the date of the annual
meeting is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the anniversary date of the previous
year’s meeting, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered
not earlier than one hundred twenty (120) days prior to such annual meeting and not later than the close of business on the later of the
ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of
such meeting is first made.
Vacancies on the Board
The Board may fill any vacancy resulting from the
non-election or resignation of a director as provided in the Bylaws if such vacancy has not been filled by action of the stockholders.
Authorized but Unissued Shares
Subject only to the requirements of the DGCL and
the limits in the A&R Certificate of Incorporation, the Board is expressly authorized to issue shares of Common Stock without stockholder
approval, at any time and from time to time, to such persons and for such consideration as the Board deems appropriate under the circumstances.
Gulfport may use these additional shares of Common Stock for a variety of corporate purposes, including future public offerings to raise
additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued shares of Common Stock could render
more difficult or discourage an attempt to obtain control of Gulfport by means of a proxy contest, tender offer, merger or otherwise.
Authorized and unissued shares of Preferred Stock
may be issued from time to time in one or more additional series as the Board, by resolution or resolutions, may from time to time determine,
each of said series to be distinctively designated.
Exclusive Forum
The A&R Certificate of Incorporation provides
that unless Gulfport consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall,
to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf
of Gulfport, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of Gulfport to Gulfport or
Gulfport’s stockholders, creditors or other constituents, (iii) any action asserting a claim against Gulfport or any director or
officer of Gulfport arising pursuant to any provision of the DGCL or the A&R Certificate of Incorporation or the Bylaws (as either
may be amended and/or restated from time to time), or (iv) any action asserting a claim against Gulfport or any director or officer of
Gulfport governed by the internal affairs doctrine; provided, that, if and only if the Court of Chancery of the State of Delaware
dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State
of Delaware.
The foregoing descriptions of the A&R Certificate
of Incorporation (including the description of the terms of the Preferred Stock included as Exhibit A to the A&R Certificate of Incorporation)
and Bylaws do not purport to be complete and are qualified in their entirety by reference to the A&R Certificate of Incorporation
(including Exhibit A thereto) and Bylaws.
DESCRIPTION OF WARRANTS
We may issue Warrants for the purchase of our Common
Stock, Preferred Stock or any combination thereof. Warrants may be issued independently or together with our securities offered by any
prospectus supplement and may be attached to or separate from any such offered securities. Each series of Warrants will be issued under
a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the prospectus
supplement relating to the particular issue of Warrants. The warrant agent will act solely as our agent in connection with the Warrants
and will not assume any obligation or relationship of agency or trust for or with any holders of Warrants or beneficial owners of Warrants.
The following summary of certain provisions of the Warrants does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, all provisions of the warrant agreements.
You should refer to the prospectus supplement relating
to a particular issue of Warrants for the terms of and information relating to the Warrants, including, where applicable:
(1) the number of securities purchasable upon exercise
of the Warrants and the price at which such securities may be purchased upon exercise of the Warrants;
(2) the date on which the right to exercise the
Warrants commences and the date on which such right expires (the “Expiration Date”);
(3) the United States federal income tax consequences
applicable to the Warrants;
(4) the amount of the Warrants outstanding as of
the most recent practicable date; and
(5) any other terms of the Warrants.
Warrants will be offered and exercisable for United
States dollars only. Warrants will be issued in registered form only. Each Warrant will entitle its holder to purchase such number of
securities at such exercise price as is in each case set forth in, or calculable from, the prospectus supplement relating to the Warrants.
The exercise price may be subject to adjustment upon the occurrence of events described in such prospectus supplement. After the close
of business on the Expiration Date (or such later date to which we may extend such Expiration Date), unexercised Warrants will become
void. The place or places where, and the manner in which, Warrants may be exercised will be specified in the prospectus supplement relating
to such Warrants.
Prior to the exercise of any Warrants, holders
of the Warrants will not have any of the rights of holders of securities, including the right to receive payments of any dividends on
the securities purchasable upon exercise of the Warrants, or to exercise any applicable right to vote.
DESCRIPTION OF DEPOSITARY SHARES
We may offer depositary shares (either separately
or together with other securities) representing fractional interests in our Preferred Stock of any series. In connection with the issuance
of any depositary shares, we will enter into a deposit agreement with a bank or trust company, as depositary, which will be named in the
applicable prospectus supplement. Depositary shares will be evidenced by depositary receipts issued pursuant to the related deposit agreement.
Immediately following our issuance of the Preferred Stock related to the depositary shares, we will deposit the Preferred Stock with the
relevant preferred stock depositary and will cause the preferred stock depositary to issue, on our behalf, the related depositary receipts.
Subject to the terms of the deposit agreement, each owner of a depositary receipt will be entitled, in proportion to the fraction of a
share of preferred stock represented by the related depositary share, to all the rights, preferences and privileges of, and will be subject
to all of the limitations and restrictions on, the Preferred Stock represented by the depositary receipt (including, if applicable, dividend,
voting, conversion, exchange redemption and liquidation rights).
DESCRIPTION OF SHARE PURCHASE CONTRACTS
We may issue Share Purchase Contracts representing
contracts obligating holders, subject to the terms of such Share Purchase Contracts, to purchase from us, and us to sell to the holders,
a specified or varying number of our Common Stock, Preferred Stock or other securities described in this prospectus at a future date or
dates. Alternatively, the Share Purchase Contracts may, subject to the terms of such Share Purchase Contracts, obligate us to purchase
from holders, and obligate holders to sell to us, a specified or varying number of Common Stock, Preferred Stock or other securities described
in this prospectus. The price per unit of our Common Stock, Preferred Stock or other securities described in this prospectus and number
of units may be fixed at the time the Share Purchase Contracts are entered into or may be determined by reference to a specific formula
set forth in the Share Purchase Contracts.
The applicable prospectus supplement will describe
the terms of any Share Purchase Contract. The Share Purchase Contracts will be issued pursuant to documents to be issued by us. You should
read the particular terms of the documents, which will be described in more detail in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
We may issue Units of Securities consisting of one or more of
the following Securities: Common Stock, Preferred Stock, Debt Securities, Guarantees, Warrants, Depositary Shares, Share Purchase Contracts
or any combination thereof. We may evidence each series of Units issued by unit certificates that we will issue under a separate
agreement. We may enter into unit agreements with a unit agent. Each unit agent will be a bank or trust company that we select. You should
read the particular terms of these documents, which will be described in more detail in the applicable prospectus supplement.
If
we offer any Units, certain terms of that series of Units will be described in the applicable prospectus supplement, including,
without limitation, the following, as applicable:
| ● | the
title of the series of Units; |
| ● | identification
and description of the separate constituent securities comprising the Units; |
| ● | the
price or prices at which the Units will be issued; |
| ● | the
date, if any, on and after which the constituent Securities comprising the Units will
be separately transferable; |
| ● | if
appropriate, a discussion of material United States federal income tax considerations; and |
| ● | any
other terms of the Units and their constituent Securities. |
LEGAL
MATTERS
Certain
legal matters in connection with the Securities offered hereby will be passed upon for us by Kirkland & Ellis LLP, Houston, Texas.
EXPERTS
The audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting incorporated
by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the
reports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and
auditing.
Certain
estimates of our net oil and natural gas reserves and related information included or incorporated by reference in this prospectus have
been derived from reports prepared by Netherland, Sewell & Associates, Inc. All such information has been so included or incorporated
by reference on the authority of such firm as experts regarding the matters contained in its reports.
Part
II
Information Not Required in Prospectus
Item
14. Other Expenses of Issuance and Distribution.
Set
forth below are the expenses expected to be incurred in connection with the issuance and distribution of the securities registered hereby
and payable by us. With the exception of the SEC registration fee, the amounts set forth below are estimates.
| |
Amount | |
SEC registration fee | |
$ | 124,560 | * |
Printing and engraving expenses | |
| | ** |
Fees and expenses of legal counsel | |
| | ** |
Accounting fees and expenses | |
| | ** |
Transfer agent and registrar fees | |
| | ** |
Miscellaneous | |
| | ** |
Total | |
$ | | ** |
| * | Except
with respect to the fee applicable to the shares of Common Stock to be sold by the selling stockholders, the registrant is deferring
payment of the registration fee in reliance on Rule 456(b) and 457(r) under the Securities Act. |
| ** | Estimated
expenses are not presently known. |
Item
15. Indemnification of Directors and Officers.
The
Company is a Delaware corporation subject to the applicable indemnification provisions of the General Corporation Law of the State of
Delaware. Section 145 of the General Corporation Law of the State of Delaware provides generally and in pertinent part that a Delaware
corporation may indemnify its directors, officers, employees and agents (or persons serving at the request of the Company as a director,
officer, employee or agent of another entity) against expenses, judgments, fines, and settlements actually and reasonably incurred by
them in connection with any civil, criminal, administrative, or investigative suit or action except actions by or in the right of the
corporation if, in connection with the matters in issue, they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and in connection with any criminal suit or proceeding, if in connection with the
matters in issue, they had no reasonable cause to believe their conduct was unlawful. Section 145 further provides that in connection
with the defense or settlement of any action by or in the right of the corporation, a Delaware corporation may indemnify its directors,
officers, employees and agents (or persons serving at the request of the Company as a director, officer, employee or agent of another
entity) against expenses actually and reasonably incurred by them if, in connection with the matters in issue, they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification
may be made in respect of any claim, issue, or matter as to which such person has been adjudged liable to the corporation unless the
Delaware Court of Chancery or other court in which such action or suit is brought approves such indemnification. Section 145 further
permits a Delaware corporation to grant its directors and officers additional rights of indemnification through bylaw provisions and
otherwise, and or purchase indemnity insurance on behalf of its directors and officers.
Article
VII of the Company’s A&R Certificate of Incorporation provides, in general, that the Company will indemnify its directors,
officers, employees and agents (or persons serving at the request of the Company as a director, officer, employee or agent of
another entity) to the full extent of Delaware law.
Article
VIII of the Company’s Amended and Restated Bylaws provides that the Company will indemnify any of its officers or directors (including
those persons serving as an officer or director of another entity at the Company’s request) who is party to a suit or other proceeding
by reason of his or her position as an officer or director against reasonable expenses (including reasonable attorneys’ fees),
judgments, fines and amounts paid in settlement (other than judgments, fines and amounts paid in settlement in action brought by or on
behalf of the Company to procure a judgment in its favor) actually and reasonably incurred by such person or such person’s heirs,
executors or administrators in connection with such action, suit or proceeding, including appeals. The Company may only indemnify an
officer or director who brought the suit or proceeding if its board of directors had previously authorized such suit or proceeding. The
rights to indemnification provided by its Bylaws include the right to advancement of expenses to the extent such person undertakes to
repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal
that such person is not entitled to be indemnified for such expense.
Section
145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. The Company maintains
liability insurance policies that indemnify its directors and officers and those of the Company’s subsidiaries against various
liabilities, including certain liabilities arising under the Securities Act and the Exchange Act that may be incurred by them in their
capacity as such.
The
indemnification rights set forth above are not exclusive of any other right which an indemnified person may have or hereafter
acquire under any statute, provision of the A&R Certificate of Incorporation or Bylaws, agreement, vote of shareholders or
directors or otherwise.
In
addition, pursuant to the Gulfport Energy Corporation 2021 Stock Incentive Plan (the “2021 Incentive Plan”), certain directors
and officers administering the 2021 Incentive Plan shall be indemnified by the Company for reasonable expenses in connection with any
action, suit or proceeding to which he or she is a party by reason of any action taken or failure to act in connection with the performance
of duties under the 2021 Incentive Plan, except in relation to matters as to which it is adjudged in the action, suit or proceeding that
the such person did not act in good faith and in a manner that the person reasonably believed to be in the best interests of the Company,
and in the case of a criminal proceeding, had no reason to believe that the conduct complained of was lawful.
The
foregoing is only a general summary of certain aspects of Delaware law and the A&R Certificate of Incorporation, Bylaws, indemnification
agreements and the 2021 Incentive Plan dealing with indemnification of directors and officers and does not purport to be complete and
is qualified in its entirety by the full text of each of the foregoing.
Item
16. Exhibits and Financial Statement Schedules.
Exhibit
Index
| * | To
be filed, if necessary, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Current Report
on Form 8-K and incorporated by reference herein. |
| † | To
be filed later in accordance with subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended. |
Item
17. Undertakings.
The
undersigned registrant hereby undertakes:
| (a) | to
file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement: |
| (i) | to
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | to
reflect in the prospectus any facts or events arising after the effective date of this registration
statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement; and |
| (iii) | to
include any material information with respect to the plan of distribution not previously
disclosed in this registration statement or any material change to such information in this
registration statement; |
provided,
however, that paragraphs (a)(i), (a)(ii) and (a)(iii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| (b) | that,
for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; |
| (c) | to
remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering; |
| (d) | that,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and |
| (ii) | each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of
a registration statement in reliance on Rule 430B relating to an offering made pursuant to
Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by
Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; provided, however,
that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately prior to such
effective date; and |
| (e) | that,
for the purpose of determining liability of the registrant under the Securities Act of 1933
to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of such undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such purchaser by means of any
of the following communications, such undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser: |
| (i) | any
preliminary prospectus or prospectus of such undersigned registrant relating to the offering
required to be filed pursuant to Rule 424; |
| (ii) | any
free writing prospectus relating to the offering prepared by or on behalf of such undersigned
registrant or used or referred to by such undersigned registrant; |
| (iii) | the
portion of any other free writing prospectus relating to the offering containing material
information about such undersigned registrant or its securities provided by or on behalf
of such undersigned registrant; and |
| (iv) | any
other communication that is an offer in the offering made by such undersigned registrant
to the purchaser. |
The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the
opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
The
undersigned hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), in accordance with the rules
and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of
Oklahoma, on May 4, 2022.
|
Gulfport Energy Corporation |
|
|
|
|
By: |
/s/ William J. Buese |
|
Name: |
William J. Buese |
|
Title: |
Chief Financial Officer |
POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints William J. Buese and Timothy J. Cutt as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective
amendments to this Registration Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant
to Rule 462(b) under the Securities Act, and to file the same, with exhibits hereto and other documents in connection therewith or in
connection with the registration of the securities under the Securities Act, with the SEC, granting unto such attorney-in-fact and agent
full power and authority to do and perform each and every act and thing requisite and necessary in connection with such matters and hereby
ratifying and confirming all that such attorney-in-fact and agent or her substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated below as of May 4, 2022.
Signature |
|
Title |
|
|
|
/s/
Timothy J. Cutt |
|
Chief Executive Officer
and Chairman of the Board |
Timothy J. Cutt |
|
(Principal Executive Officer) |
|
|
|
/s/
William J. Buese |
|
Chief Financial Officer |
William J. Buese |
|
(Principal Financial Officer) |
|
|
|
/s/
David Wolf |
|
Lead Independent Director |
David Wolf |
|
|
|
|
|
/s/
Guillermo Martinez |
|
Director |
Guillermo Martinez |
|
|
|
|
|
/s/
Jason Martinez |
|
Director |
Jason Martinez |
|
|
|
|
|
/s/
David Reganato |
|
Director |
David Reganato |
|
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma City, State of Oklahoma, on May 4, 2022.
|
Gulfport Energy Operating Corporation |
|
|
|
|
By: |
/s/ William J. Buese |
|
Name: |
William J. Buese |
|
Title: |
Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints William J. Buese and Timothy J. Cutt as his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration
Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of
the securities under the Securities Act, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that
such attorney-in-fact and agent or her substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons in the capacities indicated below as of May 4, 2022.
Signature |
|
Title |
|
|
|
/s/ Timothy J. Cutt |
|
Chief Executive Officer and Director |
Timothy J. Cutt |
|
(Principal Executive Officer) |
|
|
|
/s/ William J. Buese |
|
Chief Financial Officer |
William J. Buese |
|
(Principal Financial Officer) |
|
|
|
/s/ David Wolf |
|
Director |
David Wolf |
|
|
|
|
|
/s/ Guillermo Martinez |
|
Director |
Guillermo Martinez |
|
|
|
|
|
/s/ Jason Martinez |
|
Director |
Jason Martinez |
|
|
|
|
|
/s/ David Reganato |
|
Director |
David Reganato |
|
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma City, State of Oklahoma, on May 4, 2022.
|
Gator Marine Ivanhoe, Inc. |
|
|
|
|
By: |
/s/ William J. Buese |
|
Name: |
William J. Buese |
|
Title: |
Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints William J. Buese and Timothy J. Cutt as his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration
Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of
the securities under the Securities Act, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that
such attorney-in-fact and agent or her substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons in the capacities indicated below as of May 4, 2022.
Signature |
|
Title |
|
|
|
/s/ Timothy J. Cutt |
|
Chief Executive Officer and Director |
Timothy J. Cutt |
|
(Principal Executive Officer) |
|
|
|
/s/ William J. Buese |
|
Chief Financial Officer |
William J. Buese |
|
(Principal Financial Officer) |
|
|
|
/s/ David Wolf |
|
Director |
David Wolf |
|
|
|
|
|
/s/ Guillermo Martinez |
|
Director |
Guillermo Martinez |
|
|
|
|
|
/s/ Jason Martinez |
|
Director |
Jason Martinez |
|
|
|
|
|
/s/ David Reganato |
|
Director |
David Reganato |
|
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma City, State of Oklahoma, on May 4, 2022.
|
Gator Marine, Inc. |
|
|
|
|
By: |
/s/ William J. Buese |
|
Name: |
William J. Buese |
|
Title: |
Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints William J. Buese and Timothy J. Cutt as his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration
Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of
the securities under the Securities Act, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that
such attorney-in-fact and agent or her substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons in the capacities indicated below as of May 4, 2022.
Signature |
|
Title |
|
|
|
/s/ Timothy J. Cutt |
|
Chief Executive Officer and Director |
Timothy J. Cutt |
|
(Principal Executive Officer) |
|
|
|
/s/ William J. Buese |
|
Chief Financial Officer |
William J. Buese |
|
(Principal Financial Officer) |
|
|
|
/s/ David Wolf |
|
Director |
David Wolf |
|
|
|
|
|
/s/ Guillermo Martinez |
|
Director |
Guillermo Martinez |
|
|
|
|
|
/s/ Jason Martinez |
|
Director |
Jason Martinez |
|
|
|
|
|
/s/ David Reganato |
|
Director |
David Reganato |
|
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma City, State of Oklahoma, on May 4, 2022.
|
Gulfport Appalachia, LLC |
|
|
|
|
By: |
/s/ Timothy J. Cutt |
|
Name: |
Timothy J. Cutt |
|
Title: |
Chief Executive Officer and Sole Member of the Managing Member |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma City, State of Oklahoma, on May 4, 2022.
|
Gulfport Midstream Holdings, LLC |
|
|
|
|
By: |
/s/ Timothy J. Cutt |
|
Name: |
Timothy J. Cutt |
|
Title: |
Chief Executive Officer and Sole Member of the Managing Member |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma City, State of Oklahoma, on May 4, 2022.
|
Gulfport Midcon, LLC |
|
|
|
|
By: |
/s/ Timothy J. Cutt |
|
Name: |
Timothy J. Cutt |
|
Title: |
Chief Executive Officer and Sole Member of the Managing Member |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma City, State of Oklahoma, on May 4, 2022.
|
Jaguar Resources LLC |
|
|
|
|
By: |
/s/ Timothy J. Cutt |
|
Name: |
Timothy J. Cutt |
|
Title: |
Chief Executive Officer and Sole Member of the Managing Member |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma City, State of Oklahoma, on May 4, 2022.
|
Puma Resources, Inc. |
|
|
|
|
By: |
/s/ William J. Buese |
|
Name: |
William J. Buese |
|
Title: |
Chief Financial Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints William J. Buese and Timothy J. Cutt as his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration
Statement, or any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities
Act, and to file the same, with exhibits hereto and other documents in connection therewith or in connection with the registration of
the securities under the Securities Act, with the SEC, granting unto such attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary in connection with such matters and hereby ratifying and confirming all that
such attorney-in-fact and agent or her substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this registration statement has been signed by the following persons in the capacities indicated below as of May 4, 2022.
Signature |
|
Title |
|
|
|
/s/ Timothy J. Cutt |
|
Chief Executive Officer and Director |
Timothy J. Cutt |
|
(Principal Executive Officer) |
|
|
|
/s/ William J. Buese |
|
Chief Financial Officer |
William J. Buese |
|
(Principal Financial Officer) |
|
|
|
/s/ David Wolf |
|
Director |
David Wolf |
|
|
|
|
|
/s/ Guillermo Martinez |
|
Director |
Guillermo Martinez |
|
|
|
|
|
/s/ Jason Martinez |
|
Director |
Jason Martinez |
|
|
|
|
|
/s/ David Reganato |
|
Director |
David Reganato |
|
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Oklahoma City, State of Oklahoma, on May 4, 2022.
|
Westhawk Minerals LLC |
|
|
|
|
By: |
/s/ Timothy J. Cutt |
|
Name: |
Timothy J. Cutt |
|
Title: |
Chief Executive Officer and Sole Member of the Managing Member |
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