The Series A Preferred Securities will be subordinated to all of our existing and future debt and all future capital stock designated as senior to the Series A Preferred Securities. Our parent, Gastar Exploration Ltd., will fully and unconditionally guarantee the payment of dividends that have been declared by the board of directors of Gastar Exploration USA, Inc., amounts payable upon redemption or liquidation, dissolution or winding up, and any other amounts due with respect to the Series A Preferred Securities, to the extent described in this prospectus supplement. Gastar Exploration Ltd.Æs obligations with respect to the guarantee will be effectively subordinated to all of its existing and future debt. Gastar Exploration Ltd.Æs guarantee of the Series A Preferred Securities is further described in this prospectus supplement under ôDescription of Guarantee of Preferred Securities.ö
Investors in the Series A Preferred Securities generally will have no voting rights other than with respect to the authorization or creation of shares ranking senior to the Series A Preferred Securities, matters directly impacting the rights of the holders and for certain share exchanges and other acquisitions. However, holders will have limited voting rights if the Series A Preferred Securities are not listed on a National Exchange for at least 180 consecutive days after the shares first become eligible for listing or if we fail to make a monthly dividend payment on the outstanding Series A Preferred Securities during a quarterly period for four or more consecutive or non-consecutive quarters, and under certain other circumstances. The voting rights of investors in the Series A Preferred Securities are further described in this prospectus supplement under ôDescription of Series A Preferred Securities ù Voting Rights.ö
We may not redeem the Series A Preferred Securities before June 23, 2014, except as described below. On or after June 23, 2014, we may, at our option, redeem the Series A Preferred Securities, in whole or in part, by paying $25.00 per share, plus any accrued and unpaid dividends to the redemption date. If at any time a ôChange of Ownership or Control,ö as defined in this prospectus supplement, occurs, we (or the acquiring company) will have the option to redeem the Series A Preferred Securities, in whole but not in part, within 90 days after the date on which the Change of Ownership or Control has occurred at specified redemption amounts as described in this prospectus supplement. The Series A Preferred Securities have no stated maturity, will not be subject to any sinking fund or other mandatory redemption, and will not be convertible into any of our other securities.
The underwriter is selling shares of the Series A Preferred Securities offered in this prospectus supplement on a ôbest effortsö basis and is not required to sell any specific number or dollar amount of the securities offered by this prospectus supplement, but will use its best efforts to sell such securities. The underwriter will receive a commission with respect to such sales. There is no arrangement for funds to be received in escrow, trust or similar arrangement. For additional information regarding our arrangement with the underwriter and underwriting compensation, please see ôUnderwritingö beginning on page S-44 of this prospectus supplement.
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Gastar Exploration is a holding company. Through its subsidiaries, Co. is an independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids. Co.'s principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with a focus on unconventional reserves, such as shale resource plays. As of Dec 31 2016, Co.'s estimated proved reserves consisted of 13.8 million barrels of condensate and oil, 37.85 billion cubic feet of natural gas, and 5.5 million barrels of natural gas liquids. Open the GST Information Page » |
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