Exhibit 99.1

Execution Version

SETTLEMENT AGREEMENT

This Settlement Agreement (this “Agreement”), dated as of September 13, 2021, is made by and between Gulfport Energy Corporation (“Gulfport”) and its affiliated former debtors and debtors in possession (collectively, before the effective date of the Plan,¹ the “Debtors,” and after the effective date of the Plan, the “Reorganized Debtors”), on the one hand, and Columbia Gas Transmission, LLC (“TCO”), Columbia Gulf Transmission, LLC (“CGT”), and ANR Pipeline Company (“ANR,” and together with TCO and CGT, the “Pipeline Companies”), on the other hand. The Reorganized Debtors and the Pipeline Companies are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Recitals

WHEREAS, on November 13, 2020 (the “Petition Date”), each of the Debtors filed a voluntary petition in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”), commencing cases for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the “Bankruptcy Code”), which cases are being jointly administered under case number 20-35561 (DRJ) (collectively, the “Chapter 11 Cases”);

WHEREAS, prior to the Petition Date and in the ordinary course of business, Gulfport and ANR entered into certain natural gas firm transportation services agreements, bearing contract numbers 123253, 123254, 123255, 123625, 123626, 123627, 123628, 123629, 124156, 124157, 124158, 124160, 124690, and 132342 (collectively, as amended or restated, the “ANR Agreements”);

WHEREAS, prior to the Petition Date and in the ordinary course of business, Gulfport and ANR also entered into that certain Agreement for Use of ANR Pipeline Company (Gas Energy Management System) “GEMS” Customer Activities Web Site, bearing contract number 004850660 and dated September 25, 2013, and that certain pooling transportation service agreement, bearing contract number 132121 and dated December 17, 2018 (collectively, the “ANR Assumed Agreements”);

WHEREAS, prior to the Petition Date and in the ordinary course of business, Gulfport and TCO entered into (i) that certain natural gas firm transportation services agreement, bearing contract number 173274 and dated June 1, 2016 (as amended or restated, the “TCO TSA”); and (ii) certain ancillary agreements related thereto consisting of: (a) Master Auto PAL Agreement, bearing number 229966 and dated October 30, 2019, (b) Credit Support Agreement dated July 9, 2015, and (c) Precedent Agreement dated August 7, 2015 (collectively, the “TCO Ancillary Agreements,” and together with the TCO TSA, the “TCO Agreements”);

WHEREAS, prior to the Petition Date and in the ordinary course of business, Gulfport and TCO also entered into that certain IPP Service Agreement, bearing contract number 229952 and dated October 30, 2019 (the “TCO Assumed Agreement,” and together with the ANR Assumed Agreements, the “Assumed Agreements”);

WHEREAS, prior to the Petition Date and in the ordinary course of business, Gulfport and CGT entered into (i) that certain natural gas firm transportation services agreement, bearing contract number 174460 and dated June 1, 2016 (as amended or restated, the “CGT TSA,”); and (ii) certain ancillary agreements related thereto consisting of: (a) Master Auto PAL Agreement, bearing number 229974 and dated October 31, 2019, (b) IPP Service Agreement, bearing number 229970 and dated October 30, 2019, (c) Credit Support Agreement dated July 9, 2015, and (d) Precedent Agreement dated August 7, 2015 (collectively, the “CGT Ancillary Agreements,” and together with the CGT TSA, the “CGT Agreements”; the ANR Agreements, TCO Agreements and the CGT Agreements are collectively referred to herein as the “Pipeline Agreements”);

WHEREAS, on November 15, 2020, Gulfport filed the Motion of Gulfport Energy Corporation for Entry of an Order (I) Authorizing Rejection of Certain Negotiated Rate Firm Transportation Agreements and Related Contracts Effective as of the Petition Date and (II) Granting Related Relief [Docket No. 58]² in the Chapter 11 Cases (the “Rejection Motion”) seeking to reject substantially all of the Pipeline Agreements;

WHEREAS, on December 6, 2020, the Pipeline Companies filed the Motion to Withdraw Reference of the Debtors’ Motion for Entry of an Order (I) Authorizing Rejection of Certain Negotiated Rate Firm Transportation Agreements and Related Contracts Effective as of the Petition Date and (II) Granting Related Relief [Docket No. 296] (the “Motion to Withdraw the Reference”);

WHEREAS, on January 25, 2021, ANR filed its proof of claim against Gulfport, asserting an aggregate liquidated claim amount of $241,611,852.61 [Claim No. 489] (the “ANR Claim”);

WHEREAS, on January 25, 2021, TCO filed its proof of claim against Gulfport, asserting an aggregate liquidated claim amount of $275,666,073.88 [Claim No. 490] (the “TCO Claim”);

WHEREAS, on January 25, 2021, CGT filed its proof of claim against Gulfport, asserting an aggregate liquidated claim amount of $88,903,099.18 [Claim No. 491] (the “CGT Claim,” and together with the ANR Claim and the TCO Claim, the “Pipeline Claims”);

WHEREAS, on March 31, 2021, the Honorable Lynn N. Hughes, District Judge for the United States District Court for the Southern District of Texas (the “District Court”), entered an order (the “Order Withdrawing the Reference”) withdrawing the reference with respect to the Rejection Motion, which is currently pending before the District Court in the case styled In re Gulfport Energy Corp., Civil No. 4:21-CV-00232 (S.D. Tex.);

WHEREAS, as of the date hereof, the Rejection Motion remains pending before the District Court;

WHEREAS, on April 15, 2021, the Debtors filed the Plan. On April 27, 2021, the Bankruptcy Court entered an order confirming the Plan [Docket No. 1262] (the “Confirmation Order”). The Plan became effective on May 17, 2021 (the “Plan Effective Date”), and the Debtors emerged from chapter 11. See Notice of (A) Entry of Order (I) Confirming the Joint Chapter 11 Plan of Reorganization of Gulfport Energy Corporation and its Debtor Subsidiaries and (II) Granting Related Relief, and (B) Occurrence of Effective Date [Docket No. 1393];

WHEREAS, the Parties have agreed to resolve the Rejection Motion (only as to the Pipeline Companies) and settle any claims the Pipeline Companies may have against the Debtors or Reorganized Debtors in accordance with the terms and conditions of this Agreement; and

WHEREAS, the Reorganized Debtors have had a reasonable and fair opportunity to review and analyze the Pipeline Claims and determined in their reasonable business judgment that entry into this Agreement is in the best interest of the Reorganized Debtors and their respective estates (the “Estates”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Reorganized Debtors and the Pipeline Companies agree as follows:

provided that if the Unsecured Claims Distribution Trustee makes any interim cash distributions to any Pipeline Company, after execution of this Agreement but prior to payment of the Settlement Payment, such payment may be made to any such Pipeline Company and shall count towards the portion of the Settlement Payment to be paid to such Pipeline Company;

a. Except for approval of the Bankruptcy Court, or any consents or consultations required pursuant to paragraph 51 of the Confirmation Order, the Reorganized Debtors and Debtors represent that they have received all consents and authorizations necessary for the Debtors’ execution, delivery, and performance of this Agreement.

b. Within two business days after the date of this Agreement, the Pipeline Companies and the Reorganized Debtors will file a joint motion with the Bankruptcy Court seeking the entry of the Settlement Approval Order approving the terms and conditions of this Agreement, under Rule 9019 of the Federal Rules of Bankruptcy Procedure (the “Approval Motion”).

c. Each of the Pipeline Companies represents and warrants that as of the date of this Agreement it has not assigned and/or transferred its respective Pipeline Claim (as defined below) to any third-parties, and affirmatively covenants that it will not seek to assign and/or transfer its respective Pipeline Released Claims to any third-parties between the execution of this Agreement and the Settlement Effective Date.

d. The Reorganized Debtors and Debtors represent and warrant that as of the date of this Agreement they have not assigned and/or transferred the Debtor Released Claims (as defined below) to any third-parties, and affirmatively covenant that they will not seek to assign and/or transfer any Debtor Released Claims to any third-parties between the execution of this Agreement and the Settlement Effective Date.

e. The settlement contained herein is subject to the satisfaction of the following conditions precedent (collectively, the “Conditions Precedent”):

f. The effective date of the settlement contemplated by this Agreement shall occur on the later of (i) September 23, 2021 and (ii) the third (3rd) business day immediately following the date of satisfaction (or, as to Section 6(e)(iv), satisfaction or waiver) of the Conditions Precedent (the “Settlement Effective Date”).

g. From the date of this Agreement, each Party shall (i) use commercially reasonable efforts to cause the Conditions Precedent to be satisfied as soon as reasonably practicable, and (ii) do and perform, or cause to be done and performed, all such further acts, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purpose of this Agreement and the consummation of the transactions contemplated hereby.

For purposes of notice, the addresses of the parties shall be as follows:

Reorganized Debtors:

Gulfport Energy Corporation

3001 Quail Springs Parkway

Oklahoma City, Oklahoma 73134

Attention: Patrick Craine

Phone No.: 405-252-4600

E-mail: pcraine@gulfportenergy.com

With a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Steven N. Serajeddini, P.C.

Phone No.: 212-446-4600

E-mail: steven.serajeddini@kirkland.com

and

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

Attention: Christopher S. Koenig

Phone No.: 312-862-2000

E-mail: chris.koenig@kirkland.com

The Pipeline Companies:

ANR Pipeline Company

c/o John Ryan

700 Louisiana Street

Houston, TX 77002

Phone No.: 832-320-5879

E-mail: john_ryan@tcenergy.com

Columbia Gas Transmission, LLC

c/o John Ryan

700 Louisiana Street

Houston, TX 77002

Phone No.: 832-320-5879

E-mail: john_ryan@tcenergy.com

Columbia Gulf Transmission, LLC

c/o John Ryan

700 Louisiana Street

Houston, TX 77002

Phone No.: 832-320-5879

E-mail: john_ryan@tcenergy.com

With a copy to (which shall not constitute notice):

Hogan Lovells US LLP

390 Madison Avenue

New York, NY 10017

Attention: Ronald J. Silverman & John D. Beck

Phone No.: 212-918-3000

E-mail: ronald.silverman@hoganlovells.com

john.beck@hoganlovells.com

[Signatures on next page]

IN WITNESS WHEREOF, the Parties have caused this Settlement Agreement to be executed and delivered by their duly authorized officer or other authorized signatory as of the date first written above.

[Signature Page to Settlement Agreement] 

[Signature Page to Settlement Agreement] 

[Signature Page to Settlement Agreement]

Exhibit A

Wire Instructions

[To be attached]

Exhibit B

Total Consideration Triggering Amounts

Exhibit C

Allowed General Unsecured Claim Triggering Amounts

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