UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission FileNumber 001-35211
GASTAR EXPLORATION INC.
(Exact name of registrant as specified in its charter)
1331 LAMAR STREET, SUITE 650
HOUSTON, TEXAS 77010
Telephone: (713)739-1800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common Stock, par value $0.001 per share
8.625% Series A Cumulative Preferred Stock, par value $0.01 per share
10.75% Series B Cumulative Preferred Stock, par value $0.01 per share
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule12g-4(a)(1) | ☒ | |
| Rule12g-4(a)(2) | ☐ | |
| Rule12h-3(b)(1)(i) | ☒ | |
| Rule12h-3(b)(1)(ii) | ☐ | |
| Rule15d-6 | ☐ | |
| Rule15d-22(b) | ☐ |
Approximate number of holders of record as of the certification or notice date: 18
Common Stock, par value $0.001 per share: 0
8.625% Series A Cumulative Preferred Stock, par value $0.01 per share: 0
10.75% Series B Cumulative Preferred Stock, par value $0.01 per share: 0
Explanatory Note: On December 20, 2018, the United States Bankruptcy Court for the Southern District of Texas entered an order confirming Gastar Exploration Inc. (the “Company”) and its debtor subsidiary’s Joint Prepackaged Plan (as modified) of Reorganization Under Chapter 11 of the Bankruptcy Code (the “Plan”). The Plan became effective on January 22, 2019 (the “Effective Date”).
Pursuant to the Plan, on the Effective Date, among other things: (1) all previously issued 8.625% Series A Cumulative Preferred Stock, par value $0.01 per share and all previously issued 10.75% Series B Cumulative Preferred Stock, par value $0.01 per share, listed in this Form 15, issued and outstanding immediately prior to the Effective Date (the “Old Preferred Equity”) were cancelled and extinguished, (2) all previously issued Common Stock, par value $0.001 per share (the “Old Common Stock”), listed in this Form 15, issued and outstanding immediately prior to the Effective Date were cancelled and extinguished and (3) new limited liability company interests (the “New Interests”) in new indirect holding companies of the Company, which holding companies indirectly hold all of the ownership interests in the Company, were issued to affiliates of Ares Management LLC in exchange for certain indebtedness of the Company held by such affiliates that were cancelled pursuant to the Plan. The number of holders of record of the New Interests is 18.
This Form 15 is intended to terminate and suspend, as applicable, all filing obligations under Section 12(g) and Section 15(d) with respect to both the Company’s Old Preferred Equity and Old Common Stock extinguished in accordance with the Plan and any obligation which may exist with respect to its New Interests.
Pursuant to the requirements of the Securities Exchange Act of 1934, Gastar Exploration Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| Gastar Exploration Inc. | ||||||
| Date: January 22, 2019 | By: | /s/ Michael A. Gerlich | ||||
| Name: | Michael A. Gerlich | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||
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