UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DI VISION OF
CORPORATI ON FI NANCE
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. 000-19514
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 better 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 circumstances 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 these comments, we may have additional comments.
Preliminary Proxy Statement
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 provided 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 security 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 Acquisitions
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