SEC Comment Letter for GULFPORT ENERGY CORP (GPOR) (CIK 0000874499) (GPOR) — Apr 14, 2020
GULFPORT ENERGY CORP (GPOR) (CIK 0000874499)
Date: April 14, 2020 · CIK: 0000874499 · Accession: 0000000000-20-003203
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE April 13, 2020 Via E -Mail Kenneth S. Mantel , Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019
Re: Gulfport Energy Corporation Preliminary Proxy Statement filed on April 6 , 2020 Filed by Firefly Value Partners, LP, FVP Master Fund, L.P. , FVP GP, LLC , Firefly Management Company GP , LLC , Ariel Warszawski , Ryan Heslop and Samantha Holroyd File No. 00 0-19514
Dear Mr. Mantel :
We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may bett er understand your disclosure.
Please respond to this letter by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumsta nces or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to th ese comments , we may have additional comments.
Preliminary Proxy Statem ent 1. Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief. Support for opinions or beliefs should be self -evident, disclosed in the proxy statement or p rovided to the staff on a supplemental basis. Provide support for your statement that you are “long- term fundamental investors with substantial experience in the natural gas industry, particularly with low -cost Appalachian natural gas producers .”
Additional Information, page 24 2. We note that you refer security holders to the company’s proxy statement for certain specified required disclosure. Please be advised that we believe reliance on Rule 14a -5(c) before the company distributes the information to sec urity holders would be inappropriate. Alternatively, if you determine to disseminate your proxy statement prior
Kenneth S. Mantel , Esq. Olshan Frome Wolosky LLP April 13, 2020 Page 2
to the distribution of the company’s proxy statement, you must undertake to provide the omitted information to security holders. Please advise as to your intent in this regard.
We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff
Please direct any questions to me at (202) 551 -3619.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitio ns
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
April 13, 2020
Via E -Mail
Kenneth S. Mantel , Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re: Gulfport Energy Corporation
Preliminary Proxy Statement filed on April 6 , 2020
Filed by Firefly Value Partners, LP, FVP Master Fund, L.P. , FVP GP, LLC ,
Firefly Management Company GP , LLC , Ariel Warszawski , Ryan
Heslop and Samantha Holroyd
File No. 00 0-19514
Dear Mr. Mantel :
We have reviewed your filing and have the following comments. In some of our comments,
we may ask you to provide us with information so we may bett er understand your disclosure.
Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumsta nces or do not believe an amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to th ese comments , we may have additional comments.
Preliminary Proxy Statem ent
1. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion or belief. Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or p rovided to
the staff on a supplemental basis. Provide support for your statement that you are “long-
term fundamental investors with substantial experience in the natural gas industry,
particularly with low -cost Appalachian natural gas producers .”
Additional Information, page 24
2. We note that you refer security holders to the company’s proxy statement for certain
specified required disclosure. Please be advised that we believe reliance on Rule 14a -5(c)
before the company distributes the information to sec urity holders would be
inappropriate. Alternatively, if you determine to disseminate your proxy statement prior
Kenneth S. Mantel , Esq.
Olshan Frome Wolosky LLP
April 13, 2020
Page 2
to the distribution of the company’s proxy statement, you must undertake to provide the
omitted information to security holders. Please advise as to your intent in this regard.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff
Please direct any questions to me at (202) 551 -3619.
Sincerely,
/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitio ns