0001359824-16-000017.txt : 20160518 0001359824-16-000017.hdr.sgml : 20160518 20160517202535 ACCESSION NUMBER: 0001359824-16-000017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160518 DATE AS OF CHANGE: 20160517 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Gastar Exploration Inc. CENTRAL INDEX KEY: 0001431372 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 383531640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88044 FILM NUMBER: 161659168 BUSINESS ADDRESS: STREET 1: 1331 LAMAR STREET STREET 2: SUITE 650 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: (713) 739-1800 MAIL ADDRESS: STREET 1: 1331 LAMAR STREET STREET 2: SUITE 650 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: Gastar Exploration USA, Inc. DATE OF NAME CHANGE: 20080402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL UNDERVALUED SECURITIES MASTER FUND LP CENTRAL INDEX KEY: 0001165595 IRS NUMBER: 522294219 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8173488100 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 1900 CITY: FORT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 13d_a.htm  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 8)

Under the Securities Exchange Act of 1934

GASTAR EXPLORATION INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

36729W202

(CUSIP Number)

Global Undervalued Securities Master Fund, L.P.
Attn: James K. Phillips
301 Commerce Street, Suite 1900
Fort Worth, Texas 76102
(817) 348-8100


(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)


May 12, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

-1-
 
SCHEDULE 13D
CUSIP No. 36729W202
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Global Undervalued Securities Master Fund, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ☐
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
9,500,000
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
9,500,000
10
SHARED DISPOSITIVE POWER
   -0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN





-2-
 
CUSIP No. 36729W202
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kleinheinz Capital Partners, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ☐
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
AF
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
9,500,000
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
9,500,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
-3-
 
CUSIP No. 36729W202
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
John B. Kleinheinz
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ☐
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
8
SHARED VOTING POWER
9,500,000
9
SOLE DISPOSITIVE POWER
-0-
10
SHARED DISPOSITIVE POWER
9,500,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

 
-4-
 

CUSIP No. 36729W202
1
NAME OF REPORTING PERSON / I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fred N. Reynolds
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) þ(b) ☐
3
SEC USE ONLY
4
SOURCE OF FUNDS (See Instructions)
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
150,000
8
SHARED VOTING POWER
-0-
9
SOLE DISPOSITIVE POWER
150,000
10
SHARED DISPOSITIVE POWER
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,000
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN

-5-
 
PREAMBLE

This Amendment No. 8 to Schedule 13D amends and supplements the Schedule 13D, dated December 22, 2013, filed by Global Undervalued Securities Master Fund, L.P., a Delaware limited partnership (the "Master Fund"), Kleinheinz Capital Partners, Inc., a Texas corporation ("Kleinheinz Inc."), Mr. John B. Kleinheinz (collectively with the Master Fund and Kleinheinz Inc., the "Kleinheinz Parties") and Mr. Fred N. Reynolds (collectively with the Kleinheinz Parties, the "Reporting Persons"), Amendment No. 1 thereto, dated February 28, 2014, filed by the Reporting Persons, Amendment No. 2 thereto, dated March 13, 2014, filed by the Reporting Persons, Amendment No. 3 thereto, dated September 25, 2014, filed by the Reporting Persons, Amendment No. 4 thereto, dated January 22, 2015, Amendment No. 5 thereto, dated December 7, 2015, Amendment No. 6 thereto, dated January 11, 2016, filed by the Reporting Persons, and Amendment No. 7 thereto, dated January 14, 2016, relating to shares of Common Stock of Gastar Exploration Ltd., now Gastar Exploration Inc., a Delaware corporation (the "Issuer").  

Item 3.
Source and Amount of Funds or other Consideration
 
Item 3 is amended and supplemented to add the following information for updating as of the date hereof:
 
The net investment costs (including commissions, if any) of the shares of Common Stock purchased by the Reporting Persons are $ 38,746,419.  The source of funds to purchase the Reporting Persons' shares of Common Stock was the working capital of the Reporting Persons, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 is amended and supplemented to add the following information for updating as of the date hereof:
 
(a), (b) The Kleinheinz Parties may be deemed to beneficially own in the aggregate 9,500,000 shares of Common Stock.  Based on a total of 131,729,051 outstanding shares of Common Stock, as reported in the Issuer's Form 424B5, dated May 13, 2016, the Kleinheinz Parties' shares represent approximately 7.212% of the outstanding shares of Common Stock.
 
On December 22, 2013, the Joint Filing Agreement (the "Joint Filing Agreement") was entered into by the Reporting Persons.  On May 17, 2016, the Reporting Persons entered into an agreement (the "Termination Agreement") whereby the parties thereto, on behalf of themselves and their respective affiliates, terminated (i) their status as a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 and Rule 13d-5(b)(1) promulgated thereunder with respect to the Common Stock and (ii) the Joint Filing Agreement. The foregoing description is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is attached as Exhibit 1 and incorporated by reference herein. As a result of the Termination Agreement, Mr. Reynolds will no longer be deemed to beneficially own any securities held by the Kleinheinz Parties and the Kleinheinz Parties will no longer be deemed to beneficially own any securities held by Mr. Reynolds.
 
The Master Fund owns 9,500,000 shares of Common Stock (the "Master Fund Shares"), which represent approximately 7.212% of the outstanding shares of Common Stock. Additionally, the Master Fund owns 92,420 shares of the 8.625% Series A Cumulative Preferred Stock of the Issuer and 8,173 shares of the 10.75% Series B Cumulative Preferred Stock of the Issuer.
 
Mr. Reynolds owns 150,000 shares of Common Stock (the "Reynolds Shares"), which represent approximately 0.114% of the outstanding shares of Common Stock. Additionally, Mr. Reynolds owns 4,000 shares of the 8.625% Series A Cumulative Preferred Stock of the Issuer.
 
The Master Fund has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Master Fund Shares.
 
As general partner of the Master Fund, Kleinheinz Inc. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Master Fund Shares.  Kleinheinz Inc. disclaims beneficial ownership of the Master Fund Shares.
 
As sole owner of the Master Fund and Kleinheinz Inc., Mr. Kleinheinz may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Master Fund Shares.  Mr. Kleinheinz disclaims beneficial ownership of the Master Fund Shares.
 
Mr. Reynolds has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Reynolds Shares.
 
(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last sixty (60) days, all of which were brokered transactions, are set forth below.
 

Name of Reporting Person
Date
Number of Shares Purchased (Sold)
Average Price per Share
Master Fund
2/22/2016
 (50,000)
$0.9861
Master Fund
2/24/2016
 (99,519)
$0.6585
Master Fund
5/12/2016
 (1,500,000)
$0.9052
Master Fund
5/17/2016
1,000,000
$0.9500

 
(e) As of May 17, 2016, Mr. Reynolds ceased to be the beneficial owner of more than 5% of the Common Stock of the Issuer.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6 is amended and supplemented to add the following information for updating as of the date hereof:
 
The Master Fund is the holder of $37,000,000 aggregate principal amount of the Issuer's 8 5/8% Senior Secured Notes due 2018.
 
On May 17, 2016, the Reporting Persons entered into the Termination Agreement, the terms of which are described in Item 5 of this Schedule 13D.
 
 Item 7.
 
Material to Be Filed as Exhibits
 
 Exhibit 1
 
Termination Agreement, dated May 17, 2016, by and among Global Undervalued Securities Master Fund, L.P., Kleinheinz Capital Partners, Inc., Mr. John B. Kleinheinz and Mr. Fred N. Reynolds
 
-6-
 
SIGNATURES

After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: May 17, 2016


 
GLOBAL UNDERVALUED SECURITIES MASTER FUND, L.P.
   
 
By:
Kleinheinz Capital Partners, Inc., its general partner
   
 
By:
/s/ John B. Kleinheinz
   
Name: John B. Kleinheinz
   
Title: President
   
     
 
KLEINHEINZ CAPITAL PARTNERS, INC.
     
 
By:
/s/ John B. Kleinheinz
   
Name: John B. Kleinheinz
   
Title: President
     
   
   
JOHN B. KLEINHEINZ
     
     
/s/ John B. Kleinheinz
       
     
   
FRED N. REYNOLDS
     
     
/s/ Fred N. Reynolds

-7-
 EX-1 2 termination_agreement.htm TERMINATION AGREEMENT  
Exhibit 1
TERMINATION AGREEMENT

This Termination Agreement (this "Agreement") is made as of May 17, 2016, by and among (i) Global Undervalued Securities Master Fund, L.P., Kleinheinz Capital Partners, Inc. and Mr. John B. Kleinheinz (the "Kleinheinz Parties") and (ii) Mr. Fred N. Reynolds (collectively with the Kleinheinz Parties, the "Group").

WHEREAS, the undersigned entered into Joint Filing Agreement, dated December 22, 2013 (the "Joint Filing Agreement") whereby the undersigned formed a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") with respect to shares of common stock (the "Common Stock") of Gastar Exploration Ltd., now Gastar Exploration Inc., a Delaware corporation (the "Company") and agreed to take certain actions as a "group"; and

WHEREAS, the undersigned wish to terminate their status as a "group" and the Joint Filing Agreement as of the date hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. The parties hereto, on behalf of themselves and their respective affiliates, hereby terminate their status as a "group" for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) and Rule 13d-1(k) promulgated thereunder with respect to the Common Stock of the Company as of the date hereof.

2. The parties hereto, on behalf of themselves and their respective affiliates, hereby terminate the Joint Filing Agreement as of the date hereof.

3. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

4. This Agreement shall be interpreted in accordance with and governed by the laws of the State of Texas. If any provision hereof would be invalid under applicable law, then such provision shall be deemed modified to the extent necessary to render it valid while most nearly preserving its original intent. No provision hereof shall be affected as a result of another provision being held invalid.  In the event of any dispute arising out of the provisions of this Agreement, the parties hereto consent and submit to the exclusive jurisdiction of the federal and state courts in the State of Texas.

5. Except as otherwise set forth in this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto, their permitted successors and assigns, and their affiliated persons bound under the Joint Filing Agreement.  Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.  No party hereto may assign any of its rights or obligations under this Agreement to any person without the prior written consent of the other parties hereto.

[SIGNATURE PAGE FOLLOWS]

 

IN WITNESS WHEREOF, the undersigned have executed and delivered this agreement as of the date first written above.


 
GLOBAL UNDERVALUED SECURITIES MASTER FUND, L.P.
   
 
By:
Kleinheinz Capital Partners, Inc., its general partner
   
 
By:
/s/ John B. Kleinheinz
   
Name: John B. Kleinheinz
   
Title: President
   
     
 
KLEINHEINZ CAPITAL PARTNERS, INC.
     
 
By:
/s/ John B. Kleinheinz
   
Name: John B. Kleinheinz
   
Title: President
     
   
   
JOHN B. KLEINHEINZ
     
     
/s/ John B. Kleinheinz
       
     
   
FRED N. REYNOLDS
     
     
/s/ Fred N. Reynolds