Added: Rose Enciso - Date: 07.07.2021 07:26 - Views: 17773 - Clicks: 9707
Washington, D. FORM 8-K. Pursuant to Section 13 or 15 d.
Date of report Date of earliest event reported : December 13, Exact Name of Registrant as Specified in Charter. State or other jurisdiction. File. Identification .
Suite Oklahoma City, OK. 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:. Item 1. Purchase Agreement. The assets subject to the Pending Acquisition include 46, net surface acres, with multiple producing zones including the Woodford and Springer formations, in Grady, Stephens and Garvin Counties, Oklahoma.
The properties subject to the Pending Acquisition are located primarily in the over-pressured liquids-rich to dry gas windows of the play and include approximately Mmcfepd of net production for October based on information provided by the Seller. The Pending Acquisition also includes 48 producing horizontal wells and an additional interest in over non-operated horizontal wells. Four rigs are currently operating on the acreage. In connection with the closing of the Pending Acquisition, Gulfport will enter into a registration rights agreement with the Seller, providing for certain demand and piggyback registration rights with respect to the shares to be issued to Vitruvian in the Pending Acquisition.
The closing of the Pending Acquisition is subject to completion of due diligence and the satisfaction or waiver of the closing conditions set forth in the Purchase Agreement. The Pending Acquisition is expected to close in February The Purchase Agreement is filed as Exhibit 2. Amendment to Credit Facility. The Seventh Amendment i extends the maturity date of the Credit Facility to December 13,ii increases the applicable rate for all loans by 0. The preceding summary of the Seventh Amendment is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit Item 2.
The information set forth in Item 1. Item 3. Pursuant to the Purchase Agreement, Gulfport intends to issue approximately Item 7. Information Regarding Pending Acquisition. On December 14,Gulfport issued a press release announcing the Pending Acquisition. A copy of the press release is attached hereto as Exhibit Item 8. Other Events. Equity Offering. A copy of this press release is attached hereto as Exhibit This report shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
The Equity Offering may only be made by means of a prospectus supplement and related base prospectus. Notes Offering. The Notes will be offered to qualified institutional buyers pursuant to Rule A under the Securities Act, and to certain non-U. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This report is neither an offer to sell nor a solicitation Masculine Gulfport here looking for after 8 an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Financial Information with Respect to Seller.
Included in this filing as Exhibit Also included in this filing as Exhibit Report of Independent Petroleum Engineer. Included in this filing as Exhibits Item 9. Financial Statements and Exhibits. The following unaudited pro forma combined financial information of Gulfport, giving effect to the Pending Acquisition and the related financing transactions, is included in Exhibit Pursuant to the requirements of the Securities Exchange Act ofthe registrant has duly caused this report to be ed on its behalf by the undered thereunto duly authorized.
Keri Crowell. Chief ing Officer. Exhibit Index. Exhibit 2. December 13, Annex I. Exhibit A Exhibit B. Exhibit C. Exhibit D. Exhibit E. Exhibit F. Exhibit G. Exhibit H. Schedule 3. Schedule 4.
Schedule 6. NOWTHEREFOREfor and in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller, Buyer and Parent hereby agree as Masculine Gulfport here looking for after 8. Capitalized terms used herein shall have the meanings set forth in Annex Iunless the context otherwise requires. All references in this Agreement to Appendices, Exhibits, Schedules, Masculine Gulfport here looking for after 8, Sections, subsections and other subdivisions refer to the corresponding Appendices, Exhibits, Schedules, Articles, Sections, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise.
Titles appearing at the beginning of any Articles, Sections, subsections and other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof.
References in this Agreement to any agreement, including this Agreement, refer to such agreement as it may be amended, supplemented or otherwise modified from time to time. Each ing term not defined herein will have the meaning given to it under GAAP as interpreted as of the Execution Date. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles including terms defined herein in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.
Seller shall reserve and retain all of the Excluded Assets. Subject to Section 3. After Closing, each Party shall be entitled to participate in all t interest audits and other audits of Operating Expenses for which such Party is entirely or in part responsible under the terms of this Section 2. For the purposes of this Section 2. The Cash Purchase Price and resulting Purchase Price shall be subject to adjustment both prior to, and after, Closing as set forth herein.
The Parent Shares issued to Seller at the Closing shall be subject to adjustment in the event of stock split, combination, re-classification, recapitalization, exchange, stock dividend, or other distribution payable in Parent Common Stock with respect to shares of Parent Common Stock that occurs prior to Closing and shall be issued in the name of Seller. The Deposit shall be handled in accordance with Sections 3. Parent agrees that it is a party to the Escrow Agreement for the benefit of Buyer and that any rights it has pursuant to the Escrow Agreement and the deposits made into the Escrow are held by Parent for the benefit of Buyer, to be exercised solely in accordance with the terms and conditions of this Agreement.
Without limiting the foregoing, Parent agrees to give any and all instructions required to be given to the Escrow Agent by Parent or Buyer pursuant to the trms of this Agreement. When available, actual figures will be used for the adjustments to the Cash Purchase Price at Closing. To the extent actual figures are not available, estimates will be used subject to final adjustments in accordance with Section 3. For purposes of allocating production and s receivable with respect theretounder Section 2. Seller shall utilize reasonable interpolative procedures to arrive at an allocation of production when exact meter readings are not available.
Within two 2 Business Days after receipt of the Preliminary Settlement Statement, Buyer will deliver to Seller a written report containing all changes, with explanation therefor, that Buyer proposes to be made to the Preliminary Settlement Statement. The Parties shall in good faith attempt to agree on the. The Preliminary Settlement Statement, as agreed upon by the Parties, will be used to adjust the Cash Purchase Price at Closing; provided that if the Parties do not agree upon an adjustment set forth in the Preliminary Settlement Statement, then the amount of such adjustment used to adjust the Cash Purchase Price at Closing shall be that amount set forth in the draft Preliminary Settlement Statement delivered by Seller to Buyer pursuant to this Section 3.
To the extent that it is finally determined that Buyer is entitled to any such amount, and such claim is not satisfied by Seller within five 5 Business Days of such final determination, the Parties shall cause the Escrow Agent to distribute, without offset or counterclaim, such amount to Buyer from the Indemnity Escrow using the VWAP Price, which distribution shall satisfy such claim only up to the amount so distributed to Buyer.
Subject to the foregoing, any such notice or distribution shall not constitute an election of remedies or relieve the obligations of any Party hereunder. On and after the end of the Survival Period, and, from time to time upon final determination of any claim made by Buyer pursuant to Section 3.
Following any such replacement, notwithstanding anything in this Agreement to the contrary, the VWAP Price shall no longer be relevant to addressing claims relating to the Indemnity Escrow to the extent settled in cash. Seller shall bear, and pay as and when due, all costs, fees, and expenses of the Escrow Agent in connection with any such replacement. If the Indemnity Escrow consists of cash and Parent Shares, claims, if any, shall be satisfied out of cash or Parent Shares, as elected by Seller, and the disbursements contemplated by Section 3.
The Final Settlement Statement shall set forth the actual proration of the amounts required by this Agreement. Other than with respect to adjustments to the Purchase Price pursuant to Sections 3. If Buyer fails to timely deliver a Dispute Notice to Seller containing changes Buyer proposes to be made to the Final Settlement Statement, the Final Settlement Statement as delivered by Seller will be deemed to be correct and mutually agreed upon by the Parties, and will, without limiting Section Any difference in the Adjusted Purchase.
Price as paid at Closing pursuant to the Preliminary Settlement Statement and the Final Cash Purchase Price shall be paid by the owing Party to the owed Party within ten 10 days after final determination of such owed amounts in accordance herewith.
All amounts to be paid pursuant to this Section 3. The ing Arbitrator shall act as an expert for the limited purpose of determining the specific matters raised in a Dispute Notice and may not award damages or penalties to any Party with respect to any matter. Any decision rendered by the ing Arbitrator pursuant hereto shall be final, conclusive and binding on Seller and Buyer and will be enforceable against the Parties in any court of competent jurisdiction.
The costs of the ing Arbitrator shall be borne one-half by Buyer and one-half by Seller. Buyer and Seller agree that the Purchase Price as adjusted herein shall be allocated among the Assets as set forth in Schedule 3.Masculine Gulfport here looking for after 8
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