UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Credit Facility
On May 1, 2020, Gulfport Energy Corporation, as borrower (the “Borrower”), entered into a fifteenth amendment (the “Fifteenth Amendment”) to the Amended and Restated Credit Agreement, dated as of December 27, 2013, as amended to the date hereof, with the guarantors party thereto (the “Guarantors”), The Bank of Nova Scotia, as administrative agent, and the lenders party thereto (the “Credit Agreement”).
Among other changes, the Fifteenth Amendment amends the Credit Agreement to: (i) set the borrowing base to $700 million and reduce the elected commitments to $700 million; (ii) introduce customary anti-cash hoarding protections; (iii) increase the letter of credit sublimit under the Credit Agreement to $450 million; (iv) add a financial covenant ratio of Net Senior Secured Debt to EBITDAX (as defined in the Credit Agreement) not to exceed 2.00 to 1.00; (v) suspend testing the ratio of Net Funded Debt to EBITDAX (as defined in the Credit Agreement) until September 30, 2021; (vi) increase the applicable rate for all loans by 0.50%; (vii) remove the Borrower’s ability to repurchase its equity; and (viii) insert a $20 million cap on voluntary repurchases of the Senior Notes or Subordinated Obligations (each as defined in the Credit Agreement) on and after May 1, 2020.
| Item 2.02. | Results of Operations and Financial Condition. |
On May 7, 2020, Gulfport Energy Corporation (“Gulfport”) issued a press release reporting its financial and operational results for the first quarter ended March 31, 2020 and providing an update on its 2020 activities. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above with respect to the Fifteenth Amendment is incorporated herein by reference, as applicable.
| Item 7.01. | Regulation FD Disclosure. |
Also on May 7, 2020, Gulfport posted an updated investor presentation on its website. The presentation may be found on Gulfport’s website at http://www.gulfportenergy.com by selecting “Investors,” “Company Information” and then “Presentations.”
The information in the press release and updated investor presentation is being furnished, not filed, pursuant to Item 2.02 and Item 7.01. Accordingly, the information in the press release and updated investor presentation will not be incorporated by reference into any registration statement filed by Gulfport under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
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Exhibit | |||
| 99.1 |
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| 104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GULFPORT ENERGY CORPORATION | ||||||
| Date: May 7, 2020 |
By: |
/s/ Quentin Hicks | ||||
| Quentin Hicks Executive Vice President & Chief Financial Officer | ||||||