Sec Form 13D Filing - Silver Point Capital L.P. filing for GULFPORT ENERGY CORP (GPOR) - 2023-06-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

Gulfport Energy Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

402635502

(CUSIP Number)

Steven Weiser

Silver Point Capital, L.P.

2 Greenwich Plaza, Suite 1

Greenwich, CT 06830

203-542-4200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 20, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP NO. 402635502

SCHEDULE 13D

CUSIP NO. 402635502

SCHEDULE 13D

CUSIP NO. 402635502

Explanatory Note

This Amendment No. 3 (the “Amendment”) amends the statement on Schedule 13D originally filed by the Reporting Persons on May 27, 2021, as amended by Amendment No. 1 filed by the Reporting Persons on June 10, 2021 and as further amended by Amendment No. 2 filed by the Reporting Persons on June 21, 2021 (as amended, the “Schedule 13D”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 2 is hereby amended and restated as follows:

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.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of June 23, 2023, a copy of which is attached hereto as Exhibit 1.

Item 4 is hereby supplemented as follows:

On January 20, 2022, the Reporting Persons received an amount of shares for Reserved Shares for no consideration. 349,053 shares were distributed as partial resolution of the claim. Additional amounts may be received at a later date as a distribution in connection with the Plan.

On June 21, 2023, the Funds and other stockholders entered into that certain Underwriting Agreement (the “Underwriting Agreement”) with the Issuer and BofA Securities, Inc., J.P. Morgan Securities LLC and Evercore Group L.L.C. acting as the lead underwriters (the “Underwriters”), pursuant to which the stockholders have agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the stockholders an aggregate 1,300,000 Shares (the “Offering”). In connection with the Offering, the Funds have entered into an agreement (the “Lock-Up Agreement”) pursuant to which the Funds have agreed that, during the period commencing on June 21, 2023 and ending at the close of business 60 days after the date of the final prospectus related to the Offering, subject to certain exceptions, the Funds will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, direct or indirectly, any Shares beneficially owned, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares without the prior written consent of the representatives of the prospective underwriters. This summary of the Lock-up Agreement does not purport to be complete and is qualified in its entirety by reference to the Lock-up Letter, which is attached as Exhibit 3. The Offering is subject to market and other conditions, and there can be no assurance as to whether or when the Offering may be completed.

In addition, on June 20, 2023, in connection with the Offering, the Issuer entered into a repurchase agreement (the “Repurchase Agreement”) with the Silver Point Capital Fund, L.P., Silver Point Capital Offshore Master Fund, L.P. by SPCP Offshore IV, Inc. as its designated affiliate, Silver Point Distressed Opportunities Fund, L.P., Silver Point Distressed Opportunity Institutional Partners, L.P. and other stockholders participating in the Offering, pursuant to which the Issuer has agreed to repurchase $25 million of Shares at a price per Share equal to the public offering price in the Offering (the “Concurrent Repurchase”).

Other than as described above, the Reporting Persons do not have any current plan or proposal that relates to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5 is hereby supplemented to add the following as exhibits:

As reported in the Company’s Current Report on Form 10-Q filed with the SEC on May 5, 2023, as of April 26, 2023, there were 18,531,707 shares of Common Stock and 55,000 shares of Preferred Stock issued and outstanding (which shares of Preferred Stock vote together on an as-converted basis with the Common Stock as a single class). Percent ownership calculations in this Schedule 13D are calculated by using a denominator of (a) 18,531,707 shares of the Issuer’s common stock outstanding plus (b) 1,695,929 shares of common stock issuable upon the conversion of the 23,743 shares of Preferred Stock beneficially owned by the Reporting Persons. Assuming conversion of all outstanding shares of the Issuer’s Preferred Stock, the Reporting Persons beneficially own approximately 45.9% of the outstanding voting securities of the Issuer (including in the denominator all 3,928,572 shares of common stock issuable upon the conversion of the Preferred Stock outstanding).

Item 7 is hereby supplemented to add the following as exhibits:

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 23, 2023