Each one in plain English, with the numbers worked through for a shareholder.
16 Sept 2024debt financing▲ GoodMajor
Nearly four years after emerging from bankruptcy, a fully recovered, NYSE-listed Gulfport issued $650 million of new 6.750% senior notes due 2029 - a routine capital-markets transaction reflecting its return to normal financial footing.
A reorganized Gulfport emerged from Chapter 11 with a fresh balance sheet: a new Third Amended and Restated Credit Agreement, now led by JPMorgan rather than its old bank group, providing up to $1.5 billion in capacity with an $850 million initial borrowing base and $700 million in elected commitments. The post-bankruptcy entity relisted its new common stock on the New York Stock Exchange, moving on from its pre-bankruptcy Nasdaq listing.
On April 28, 2021 the bankruptcy court confirmed Gulfport's Chapter 11 plan, with the plan to take effect once its conditions are met. The company's existing common stock (160,762,186 shares outstanding as of February 22, 2021) will be cancelled on the effective date with no payment to shareholders. Noteholders' recovery is capped at 96% of the new common stock, and general unsecured creditors of the parent get 4% of the new stock plus $10 million in cash and the Mammoth shares. The bank loan and the debtor-in-possession loan convert into a $580 million exit facility. This confirms the plan proposed in November 2020.
Gulfport confirmed it filed for Chapter 11 bankruptcy protection on November 13, 2020, and secured $262.5 million in debtor-in-possession financing ($105 million new money plus a $157.5 million roll-up of existing credit facility debt) from the bankruptcy court. Nasdaq moved to delist Gulfport's stock effective November 27, 2020, with shares expected to begin trading on the OTC Pink market instead.
On November 13, 2020, Gulfport filed for Chapter 11 and signed a Restructuring Support Agreement with over 95% of its bank lenders and holders of over two-thirds of its 2023, 2024, 2025 and 2026 notes. Under the plan described, existing shares in Gulfport Parent would be cancelled and extinguished, while noteholders and unsecured creditors would receive new common stock. A $262.5 million debtor-in-possession loan from the bank lenders is part of the deal. This is the filing that begins the bankruptcy, following the forbearance agreements and missed interest payment in October 2020.
Gulfport's crisis came to a head: after triggering a default under its credit agreement, it signed a First Forbearance Agreement with its lenders and elected to use a 30-day grace period rather than make the scheduled interest payment on its 6.000% notes due 2024 - a direct prelude to bankruptcy.
Gulfport's stock again closed below Nasdaq's $1.00 minimum bid requirement for 30 consecutive days, triggering a second deficiency notice - the compliance clock restarting as the company's distress deepened.
Gulfport amended its credit agreement to give itself more flexibility to refinance or exchange its senior notes - a technical change that, in hindsight, was groundwork for the debt restructuring to come later that year.
Gulfport's lenders cut its borrowing base in half, from $1.4 billion to $700 million, and added new anti-cash-hoarding restrictions - a sharp reversal from the credit expansion of prior years as the pandemic price crash hit hard.
Gulfport's stock fell below Nasdaq's $1.00 minimum bid price requirement for 30 straight days amid the pandemic oil crash, triggering a deficiency notice and starting a 180-day clock to regain compliance.
20 Dec 2019material agreement termination▼ BadMajor
Gulfport terminated its fracturing services agreement with Stingray Pressure Pumping for cause, saying Stingray (a subsidiary of Mammoth Energy Services, in which Gulfport holds about 22% and a board seat) could not fulfill its obligations - a related-party service relationship breaking down as stress spread through the broader oilfield services sector.
Gulfport's lenders reaffirmed its borrowing base at $1.4 billion and gave the company more room to buy back its own stock - the last of a long run of steadily expanding credit terms before the market turned against the company in 2019.
Gulfport amended its long-running fracturing services agreement with Stingray Pressure Pumping, now a subsidiary of Mammoth Energy Services - a related public company that itself grew out of the same Wexford-affiliated ecosystem as Gulfport.
At what would prove to be Gulfport's peak, its lenders cut loan rates further and raised the borrowing base to $1.4 billion, while also giving the company new flexibility to buy back its own stock using proceeds from investment sales.
Gulfport registered its October 2017 $450 million 6.375% notes for public trading in a standard bond exchange offer - a procedural step, not new business news.
Gulfport's lenders cut its interest rate margin further, raised the borrowing base to $1.2 billion, and confirmed the company had zero borrowings outstanding on its revolving credit facility - a strong liquidity position after a year of steady notes issuance and SCOOP integration.
Gulfport reported strong early well results from its new SCOOP acreage and lined up more financing capacity: its credit facility's unsecured-debt cap rose to $2.1 billion with the borrowing base confirmed at $1.0 billion, and it announced plans to sell $450 million of new notes to pay off its revolving credit borrowings.
Gulfport registered $1.25 billion of its 2016-vintage notes (the $650 million 6.000% 2024 notes and $600 million 6.375% 2025 notes) for public trading in a combined bond exchange offer - a securities-law formality, not new business news.
Gulfport made a technical amendment to its credit agreement allowing pro forma accounting treatment for large acquisitions and disposals over $50 million - routine cleanup following the SCOOP deal, not a new development.
24 Feb 2017asset acquisition disposition▲ GoodMajor
Gulfport closed a transformational $1.85 billion acquisition of Vitruvian II Woodford's SCOOP (South Central Oklahoma) assets - $1.35 billion cash plus about 23.9 million shares - through a new subsidiary, SCOOP Acquisition Company. The deal turns Gulfport from a Utica Shale pure-play into a two-basin company, with a new Oklahoma City headquarters address to match.
21 Dec 2016security holder rights change▲ GoodMajor
Gulfport raised $600 million in new 6.375% notes plus a concurrent stock offering to fund its pending acquisition of Vitruvian II Woodford's SCOOP assets in Oklahoma - Gulfport's move beyond its Utica Shale base into a second major play. Lenders agreed to waive an automatic $150 million cut to the credit facility's borrowing base that the note issuance would otherwise have triggered, keeping it at $700 million.
15 Dec 2016capital raising announcement● NeutralMajor
Gulfport agreed on December 13, 2016 to buy assets from Vitruvian II Woodford, LLC (an unrelated seller) for about $1.85 billion, made up of $1.35 billion in cash and about 18.8 million Gulfport shares. The assets are 46,400 net surface acres in the Woodford and Springer formations in Grady, Stephens and Garvin Counties, Oklahoma, with about 183 Mmcfepd of net production for October 2016 and about 1.1 Tcfe of estimated proved reserves. It is expected to close in February 2017. To pay the cash portion, Gulfport launched a 29,000,000-share public stock offering (plus an option for 4,350,000 more) and a proposed $600 million of Senior Notes due 2025. It also amended its credit facility with The Bank of Nova Scotia, extending maturity to December 13, 2021, raising the interest rate on all loans by 0.5%, and raising the permitted senior notes to $1.6 billion. This is Gulfport's first entry into Oklahoma and follows the December 14 shelf registration and prospectus supplement.
19 Oct 2016security holder rights change▲ GoodMajor
Gulfport closed the $650 million 6.000% note sale and used the proceeds to fully redeem and discharge its entire $600 million of 7.750% notes due 2020 - a straightforward refinancing that cut its highest coupon debt years ahead of maturity.
As commodity prices recovered, Gulfport moved to refinance its oldest, priciest debt: it agreed to sell $650 million of new 6.000% notes due 2024, with the proceeds earmarked to fully redeem its $600 million of 7.750% notes due 2020.
With its stock down to $25.25 a share - less than half its 2013 peak of $56.75 - Gulfport still managed to raise about $411.9 million in a new stock offering (16.9 million shares) to fund its capital program, showing continued market access despite the 2015-2016 downturn.
As oil and gas prices bottomed out in early 2016, Gulfport's lenders left its $700 million borrowing base unchanged rather than raising it, while giving the company more room to hedge production and raising the cap on unsecured debt to $1.35 billion - a defensive posture compared to the steady base increases of the 2013-2015 boom years.