Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
14 Maggio 2021 - 10:53PM
Edgar (US Regulatory)
As filed with the United States Securities
and Exchange Commission on May 14, 2021
Registration No. 333-215078
Registration No. 333-192113
Registration No. 333-175435
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-3 REGISTRATION STATEMENT
NO. 333-215078
FORM S-3 REGISTRATION STATEMENT
NO. 333-192113
FORM S-3 REGISTRATION STATEMENT
NO. 333-175435
UNDER
THE SECURITIES ACT OF 1933
Gulfport Energy
Corporation
(Exact name of registrant as specified in its
charter)
Delaware
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73-1521290
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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3001 Quail Springs Parkway
Oklahoma City, Oklahoma 73134
(405) 252-4600
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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Patrick K. Craine
General Counsel and Corporate Secretary
Gulfport Energy Corporation
3001 Quail Springs Parkway
Oklahoma City, Oklahoma 73134
(405) 252-4600
(Name, address and telephone number, including
area
code, of agent for service)
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Copy to:
Sean T. Wheeler, P.C.
Michael W. Rigdon
Kirkland & Ellis LLP
609 Main Street, Suite 4700
Houston, Texas 77002
(713) 836-3647
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If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering: ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box: ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box: ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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☐
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Accelerated
filer
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þ
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Non-accelerated
filer
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☐
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Smaller
reporting company
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☐
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Emerging
growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (the “Post-Effective
Amendments”) are being filed by Gulfport Energy Corporation (the “Company”) to deregister all securities unsold
under the following Registration Statements on Form S-3 (the “Registration Statements”) filed by the Company and its wholly
owned direct and indirect subsidiaries (together with the Company, “Gulfport”) with the Securities and Exchange Commission
(the “SEC”):
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Registration Statement No. 333-215078, filed on December 14, 2016, pertaining to the registration
of an indeterminate principal amount or number of debt securities, preferred stock, depositary shares and common stock, par value $0.01
of the Company (the “Common Stock”) as may be issued from time to time at indeterminate prices;
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Registration Statement No. 333-192113, filed on November 6, 2013, pertaining to the registration
of an indeterminate principal amount or number of debt securities, preferred stock, depositary shares and Common Stock as may be issued
from time to time at indeterminate prices; and
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Registration Statement No. 333-175435, filed on November 7, 2011, pertaining to the registration
of an indeterminate principal amount or number of debt securities, preferred stock, depositary shares and Common Stock as may be issued
from time to time at indeterminate prices.
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As previously disclosed, on November 13, 2020,
the Company and certain of its subsidiaries (together with the Company, the “Debtors”) commenced voluntary cases (the
“Chapter 11 Cases”) under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of Texas. The Debtors’ Chapter 11 Cases are jointly administered under the caption In re Gulfport Energy Corporation,
et al., Case No. 20-35562 (DRJ). As a result of the Chapter 11 Cases, Gulfport has terminated all offerings of securities pursuant
to the Registration Statements.
In accordance with an undertaking made by Gulfport
in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been
registered for issuance that remain unsold at the termination of such offerings, Gulfport thereby removes from registration by means of
these Post-Effective Amendments all of such securities registered but unsold under the Registration Statements. The Registration Statements
are hereby amended, as appropriate, to reflect the deregistration of such securities and Gulfport hereby terminates the effectiveness
of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended (the “Act”), the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed
on its behalf by the undersigned, thereunto duly authorized, in the city of Oklahoma City, State of Oklahoma, on May 14, 2021. No other
person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-3 in reliance upon Rule 478 under the
Act.
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Gulfport Energy Corporation
(Registrant)
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By:
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/s/ Patrick K. Craine
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Patrick K. Craine
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General Counsel and Corporate Secretary
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