美国

证券交易委员会

华盛顿特区.C. 20549

FORM 8-K

目前的报告

根据第13或15(d)条

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 5, 2017

体育平台

(Exact Name of Registrant as Specified in Charter)

(405) 848-8807

(Registrant’s telephone number, including area code)

不适用

(原 name or 为mer address, if changed since last report)

用复选标记表示体育平台是否 the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.（本章第405条）或规则 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 （本章）.

新兴成长型公司

如果体育平台是一家新兴成长型公司, indicate by check mark if the registrant has elected not to use the extended transition period 为 complying with any new or revised financial accounting standards 提供 pursuant to Section 13(a) of the Exchange Act.  ☐

在下面相应的方框中勾选 表单 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

购买协议

10月5日, 2017, Gulfport Energy Corporation (“Gulfport”) and certain subsidiary 担保人 entered into a purchase agreement (the (“购买协议”.P. 摩根证券有限责任公司, as representative of the several initial purchasers named in the 购买协议, in connection with Gulfport’s private placement of senior notes. 购买协议 provides 为, 除此之外, the issuance and sale by Gulfport of $450.0 million in aggregate principal amount of 6.375% Senior Notes due 2026 (the “Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain 班.S. persons in accordance with Regulation S under the Securities Act (the “Notes Offering”). 格尔夫波特和 subsidiary 担保人 of the Notes have agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the initial purchasers may be required to make because of 任何此类负债. Under the 购买协议, Gulfport also agreed to a 90天 锁定 with respect to, 除此之外, an offer, sale or other disposition 它的U.S. dollar-denominated debt securities, subject to certain exceptions. 除了, 格尔夫波特和 subsidiary 担保人 have entered into an indenture and a registration rights agreement relating to the Notes, 我们会进一步讨论 below under the headings “契约” and “注册权协议,” respectively.

Gulfport estimates that its net proceeds from the Notes Offering will be approximately $445.3 million, after deducting the initial purchasers’ discounts and estimated offering expenses. Gulfport intends to use the net proceeds from the Notes Offering (i) to repay all of its outstanding borrowings under its secured revolving credit facility and (ii) 为 general corporate purposes, which may include the funding of a portion of Gulfport’s 2017 capital development plans. 债券发售于今日结束 2017年10月11日.

The initial purchasers under the 购买协议 and their respective affiliates have 提供, 并可能在未来提供, 投资银行, commercial banking and other financial services 为 Gulfport or its affiliates, 然后进入, 并可能在未来进入, into hedging transactions with Gulfport or its affiliates, 在正常的业务过程中, 为 which they have received and will receive customary compensation. In particular, affiliates of all of the initial purchasers, except Samuel A. 拉米雷斯 & 公司,公司., act as lenders under our secured revolving credit facility and, there为e, certain affiliates of the initial purchasers will receive proceeds of the Notes Offering. Certain of the initial purchasers or their respective affiliates may hold positions in Gulfport’s outstanding 6.625% 2023年到期的优先票据； 6.2024年到期的0000%优先票据.375% 2025年到期的优先票据.

The preceding summary of the 购买协议 is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as 展览 1.1 hereto and incorporated herein by reference.

契约

The Notes were issued under an indenture, 日期截止到10月11日, 2017, 在格尔夫波特, the subsidiary 担保人 party thereto and Wells 法戈银行.A.，作为受托人（“契约”）. Pursuant to the 契约, interest on the Notes will accrue at a rate of 6.375% per annum on the outstanding principal amount thereof from 2017年10月11日, 每半年一次支付 on January 15 and July 15 of each year, commencing on January 15, 2018. The Notes will mature on January 15, 2026.

笔记体育平台是 Gulfport’s senior unsecured obligations and rank equally in right of payment with all of Gulfport’s other senior indebtedness, including Gulfport’s existing senior notes, and senior in right of payment to any of Gulfport’s future 次级债务. All of Gulfport’s existing and future 限制子公司 that guarantee its secured revolving credit facility or certain other debt guarantee the Notes, 提供, 然而, 票据不受担保 灰熊控股有限公司. and will not be guaranteed by any of Gulfport’s future un限制子公司. The guarantees rank equally in right of payment with all of the senior indebtedness of the subsidiary 担保人 and senior in right of payment to any future 次级债务 of the subsidiary

担保人. The Notes and the guarantees are effectively subordinated to all of Gulfport’s and the subsidiary 担保人’ secured indebtedness (including all borrowings and other obligations under Gulfport’s secured revolving credit facility) to the extent of the value of the collateral securing such indebtedness, and structurally subordinated to all obligations, 包括应付贸易款项, 格尔夫波特的人 subsidiaries that do not guarantee the Notes.

Gulfport may redeem some or all of the Notes at any time on or after January 15, 2021, at the redemption prices listed in the 契约. 1月15日之前, 2021, Gulfport may redeem all or a portion of the Notes at a price equal to 100% of the principal amount of the Notes plus a “make-whole” premium and accrued and unpaid 利息至赎回日止. 除了, 1月15日之前的任何时间, 2021, Gulfport may redeem Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes issued prior to such date at a 赎回价106.375%, 加上应计和未付利息 to the redemption date, with an amount equal to the net cash proceeds from certain equity offerings.

If Gulfport experiences a change of control (as defined in the 契约), it will be required to make an offer to repurchase the Notes at a price equal to 本金的百分之零点一, 加上应计和未付利息, 如果有任何, 至回购之日止. If Gulfport sells certain assets and fails to use the proceeds in a manner specified in the 契约, 它将需要使用 remaining proceeds to make an offer to repurchase the Notes at a price equal to 100% of the principal amount thereof, 加上应计和未付利息, 如果有任何, 至回购之日止.

The 契约 contains certain covenants that, subject to certain exceptions and qualifications, 除此之外, 限制格尔夫波特的能力 ability of its 限制子公司 to incur or guarantee additional indebtedness, 做一些投资, declare or pay dividends or make distributions on capital stock, 提前偿还次级债务, sell assets including capital stock of 限制子公司, agree to payment restrictions affecting Gulfport’s 限制子公司, 巩固, 合并, sell or otherwise dispose of all or substantially all of its assets, enter into transactions with affiliates, 产生留置权, engage in business other than the oil and gas business and designate certain of Gulfport’s subsidiaries as un限制子公司. Certain of these covenants are subject to termination upon the occurrence of certain events.

The preceding summary of the 契约 is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as 展览 4.1 hereto and incorporated herein by reference.

注册权协议

In connection with the Notes Offering, Gulfport and its subsidiary 担保人 entered into a 注册权协议 with J.P. 摩根证券 有限责任公司, as the representative of the initial purchasers, 日期截止到10月11日, 2017 (the “注册权协议”), pursuant to which Gulfport agreed to file a registration statement with respect to an offer to exchange the Notes 为 a new issue of substantially identical debt securities registered under the Securities Act. Under the 注册权协议, Gulfport also agreed to use its commercially reasonable ef为ts to have the registration statement declared effective by the Securities and Exchange Commission (the “SEC”) on or prior to the 330th day after the issue date of the Notes and to keep the exchange offer open 为 not less than 30 days (or longer if required by 适用的 法). Gulfport may be required to file a shelf registration statement to cover resales of the Notes under certain circumstances. If Gulfport fails to satisfy these obligations under the 注册权协议, 它同意支付额外费用 interest to the holders of the Notes as specified in the 注册权协议.

The preceding summary of the 注册权协议 is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as 展览 4.2 hereto and incorporated herein by reference.

第二项.03. Creation of a Direct Financial Obligation or an Obligation under an 不平衡的 表安排 登记人的.

第1项规定的信息.01上面 with respect to the Notes Offering is incorporated herein by reference, as 适用的.

第1项规定的信息.01上面 with respect to the 契约’s limitations on the payment of dividends, redemption of stock or other distributions to Gulfport’s stockholders is incorporated herein by reference.

(d)展览.

签名

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 经正式授权.