UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 11, 2011
GULFPORT ENERGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-19514 | 73-1521290 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 14313 North May Avenue Suite 100 Oklahoma City, OK |
73134 | |||
| (Address of principal executive offices) | (Zip code) | |||
(405) 848-8807
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 1.01. Entry into a Material Definitive Agreement.
On July 11, 2011, Gulfport Energy Corporation (the “Company”) entered into an Underwriting Agreement with Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein (the “Underwriting Agreement”). The Underwriting Agreement relates to the public offering of 3,000,000 shares of the Company’s common stock at a public offering price of $28.75 per share. Pursuant to the Underwriting Agreement, the Company granted the underwriters a 30-day option to purchase up to an additional 450,000 shares of the Company’s common stock at the public offering price (less the underwriting discount) solely to cover over-allotments. On July 13, 2011, the underwriters exercised the over-allotment option in full. The Company intends to use the net proceeds from this offering to repay the current outstanding balance under its secured revolving credit facility, to fund its acquisition of oil and gas assets, including in the Utica Shale in Ohio, and for general corporate purposes, which may include expenditures associated with Gulfport’s 2011 drilling programs. The offering closed on July 15, 2011.
The offering was made pursuant to the Company’s effective automatic shelf registration statement on Form S-3 (File No. 333-175435), filed with the Securities and Exchange Commission (the “SEC”) on July 11, 2011 (the “Shelf Registration Statement”), and a prospectus, which consists of a base prospectus, filed with the SEC on July 11, 2011, a preliminary prospectus supplement, filed with the SEC on July 11, 2011, and a prospectus supplement, filed with the SEC on July 12, 2011 (collectively, the “Prospectus”).
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the contents thereof are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On July 12, 2011, the Company issued a press release announcing the pricing of the underwritten public offering of shares of its common stock. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K, and the contents thereof are incorporated herein by reference.
Item 8.01. Other Events.
We are filing a legal opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., attached as Exhibit 5.1 to this Current Report on Form 8-K, to incorporate such opinion by reference into the Shelf Registration Statement and into the Prospectus.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| Number |
Exhibit | |
| 1.1 | Underwriting Agreement, dated July 11, 2011, between Gulfport Energy Corporation and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein. | |
| 5.1 | Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. | |
| 23.1 | Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1). | |
| 99.1 | Press release, dated July 12, 2011, entitled “Gulfport Energy Corporation Announces Pricing of Public Offering of Common Stock.” | |
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: July 15, 2011 | By: | /s/ MICHAEL G. MOORE | ||||
| Michael G. Moore Chief Financial Officer | ||||||
Exhibit Index
| Number |
Exhibit | |
| 1.1 | Underwriting Agreement, dated July 11, 2011, between Gulfport Energy Corporation and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein. | |
| 5.1 | Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P. | |
| 23.1 | Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in Exhibit 5.1). | |
| 99.1 | Press release, dated July 12, 2011, entitled “Gulfport Energy Corporation Announces Pricing of Public Offering of Common Stock.” | |