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CUSIP NO. 402635502
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1
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NAMES OF REPORTING PERSONS
Silver Point Capital, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER*
-0-
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8
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SHARED VOTING POWER*
9,356,681
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9
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SOLE DISPOSITIVE POWER*
-0-
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10
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SHARED DISPOSITIVE POWER*
9,356,681
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
9,356,681
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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13
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PERCENT OF CLASS REPRESENTED IN ROW (11)*
43.6%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
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CUSIP NO. 402635502
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1
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NAMES OF REPORTING PERSONS
Edward A. Mulé
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER*
-0-
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8
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SHARED VOTING POWER*
9,356,681
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|||
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9
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SOLE DISPOSITIVE POWER*
-0-
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|||
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10
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SHARED DISPOSITIVE POWER*
9,356,681
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
9,356,681
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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13
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PERCENT OF CLASS REPRESENTED IN ROW (11)*
43.6%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*
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See Item 5
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CUSIP NO. 402635502
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1
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NAMES OF REPORTING PERSONS
Robert O’Shea
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER*
-0-
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8
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SHARED VOTING POWER*
9,356,681
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9
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SOLE DISPOSITIVE POWER*
-0-
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|||
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10
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SHARED DISPOSITIVE POWER*
9,356,681
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
9,356,681
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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13
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PERCENT OF CLASS REPRESENTED IN ROW (11)*
43.6%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*
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See Item 5
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Item 1.
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SECURITY AND ISSUER
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This statement on Schedule 13D (the “Schedule 13D”) relates to the shares of Common Stock, par value $0.0001 per share (the “Shares”), of Gulfport
Energy Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 3001 Quail Springs Parkway, Oklahoma City, Oklahoma 73134.
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Item 2.
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IDENTITY AND BACKGROUND
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(a)
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This Schedule 13D is being jointly filed by Silver Point Capital, L.P., a Delaware limited partnership ("Silver
Point"), Mr. Edward A. Mulé and Mr. Robert J. O'Shea with respect to the ownership of Shares by 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. Silver Point, Mr. Mulé
and Mr. O'Shea are collectively referred to herein as the "Reporting Persons."
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The funds listed above (collectively, the “Funds”) are managed by Silver Point or its wholly owned subsidiaries. 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 the securities held by the Funds. Each of Mr. Edward A. Mulé and Mr. Robert J. O'Shea is
a member of Management and has voting and investment power with respect to the securities held by the Funds and may be deemed to be a beneficial owner of the securities held by the Funds.
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The Reporting Persons have entered into a Joint Filing Agreement, dated as of May 27, 2021, a copy of which is attached hereto
as Exhibit 1.
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(b)
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The address of the principal business office of each of the Reporting Persons is Two Greenwich Plaza, First Floor, Greenwich, CT 06830.
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(c)
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The principal business of Silver Point is serving as the investment manager of the Funds. The principal business of Mr. Edward
A. Mulé and Mr. Robert J. O'Shea is serving as sole members and sole managing members of Management and engaging in certain other investment related activities.
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(d)
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During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
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(e)
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During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
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(f)
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Silver Point is a limited partnership organized under the laws of the State of Delaware. Each of Messrs. Mulé and O'Shea is a United States citizen.
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Item 3.
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SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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The Reporting Persons acquired the Shares reported in this Schedule 13D pursuant to the Plan (as defined
in Item 4), as more fully described in Item 4. All of the Shares and the Preferred Stock held were acquired in connection with a debt for equity exchange or participation in the Issuer’s rights offering, and related backstop obligations and
fees, as described in Item 4. In addition, certain unsecured creditor’s claims described below, which are payable in Shares, were purchased by the Reporting Persons.
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Item 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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As of the Effective Date, the Issuer entered into a registration rights agreement with the consenting Note holders, including the Reporting Persons, which is
attached as Exhibit 10.2 to the Issuer’s Form 8-K filed with the SEC on May 17, 2021, and is incorporated herein by reference.
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On the Effective Date, the Issuer entered into a cooperation agreement (the “Cooperation Agreement”) with Silver Point. Pursuant
to the Cooperation Agreement, from the Effective Date until the date on which Silver Point and its affiliates cease to hold 20% or more of the voting power of the voting securities of the Issuer, whether or not subject to the passage of
time or other contingencies (the “Expiration Date”), the Issuer agreed to (i) use all reasonable efforts to cause the election of a director designated by Silver Point (the “Silver Point Designee”) at each annual or special
meeting of the stockholders of the Issuer at which directors are to be elected, (ii) take such action as is necessary such that the Silver Point Designee is, subject to the Issuer policies, New York Stock Exchange listing standards and
applicable law, appointed to the Compensation Committee of the Board and to any executive committee of the Board exercising substantially all the typical authority or role of the Board that is formed on or after the Effective Date and (iii)
invite one representative of Silver Point, who will be designated by Silver Point, to attend all meetings of the Board (and any committee thereof) in a nonvoting observer capacity and, in this respect, shall, subject to customary
restrictions, give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors. The Cooperation Agreement is attached as Exhibit 10.3 to the Issuer’s Form 8-K filed with the SEC on
May 17, 2021, and is incorporated herein by reference. |
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Except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or similar relationships with respect to the securities of the Issuer between the Reporting Person and any other person or entity. |
Item 7.
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MATERIAL TO BE FILED AS EXHIBITS
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Exhibit 1 |
Joint Filing Agreement, dated as of May 27, 2021, by and among the Reporting Persons. |
Exhibit 2 | Registration Rights Agreement dated as of May 17, 2021, by and among the Issuer and the other parties signatory hereto (incorporated herein by reference to Exhibit 10.2 of the Issuer’s Form 8-K filed with the SEC on May 17, 2021). |
Exhibit 3 | Cooperation Agreement, dated as of May 17, 2021, by and among Gulfport Energy Corporation and Silver Point Capital, L.P. (incorporated herein by reference to Exhibit 10.3 of the Issuer’s Form 8-K filed with the SEC on May 17, 2021). |
Exhibit 4 |
Power of Attorney of Edward A. Mulé (incorporated here by reference to Exhibit B to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.). |
Exhibit 5 |
Power of Attorney of Robert O'Shea (incorporated here by reference to Exhibit C to Schedule 13G filed by Silver Point Capital, L.P., Edward A. Mulé and Robert O'Shea with the Securities and Exchange Commission on February 16, 2016 relating to TopBuild Corp.). |
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Silver Point Capital, L.P.
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Authorized Signatory
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Edward A. Mulé
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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Robert J. O'Shea
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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Silver Point Capital, L.P.
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Authorized Signatory
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Edward A. Mulé
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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Robert J. O'Shea
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By:
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/s/ Steven Weiser
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Name:
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Steven Weiser
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Title:
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Attorney-in-fact
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