Obligation Gastar Exploration Inc 8.625% ( US36729WAA18 ) en USD

Gastar Exploration Inc

100 % ▲

Etats-unis

US36729WAA18 ( en USD )

8.625% par an ( paiement semestriel )

14/05/2018 - Obligation échue

Prospectus brochure de l'obligation Gastar Exploration Inc US36729WAA18 en USD 8.625%, échue

2 000 USD

325 000 000 USD

36729WAA1

CC ( Défaut imminent, avec peu d'espoir de recouvrement )

Caa3 ( Défaut imminent, avec quelques espoirs de recouvrement )

L'Obligation émise par Gastar Exploration Inc ( Etats-unis ) , en USD, avec le code ISIN US36729WAA18, paye un coupon de 8.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2018

L'Obligation émise par Gastar Exploration Inc ( Etats-unis ) , en USD, avec le code ISIN US36729WAA18, a été notée Caa3 ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Moody's.

L'Obligation émise par Gastar Exploration Inc ( Etats-unis ) , en USD, avec le code ISIN US36729WAA18, a été notée CC ( Défaut imminent, avec peu d'espoir de recouvrement ) par l'agence de notation Standard & Poor's ( S&P ).

424B3
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Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-194603

PROSPECTUS

(formerly Gastar Exploration USA, Inc.)
Offer to exchange up to
$325,000,000 aggregate principal amount of 8 5/8% Senior Secured Notes due 2018
that have been registered under the Securities Act of 1933, as amended
for
$325,000,000 aggregate principal amount of 8 5/8% Senior Secured Notes due 2018
that have not been registered under the Securities Act of 1933, as amended
The exchange offer and withdrawal rights will expire at
5:00 p.m., New York City time, on May 19, 2014 unless extended.

We are offering to exchange up to $325,000,000 aggregate principal amount of our new 8 5/8% Senior Secured Notes due 2018, which have
been registered under the Securities Act of 1933, as amended (the "Securities Act"), referred to in this prospectus as the "new notes," for any and
all of our outstanding unregistered 8 5/8% Senior Secured Notes due 2018, referred to in this prospectus as the "old notes." We issued
$200,000,000 aggregate principal amount of the old notes on May 15, 2013 and an additional $125,000,000 aggregate principal amount of the old
notes on November 15, 2013 in transactions not requiring registration under the Securities Act. We are offering you new notes in exchange for old
notes in order to satisfy our obligations under registration rights agreements we entered into with the initial purchasers of the old notes. The new
notes wil represent the same debt as the old notes and we wil issue the new notes under the same indenture as the old notes. The new notes
offered hereby, together with any old notes that remain outstanding after the completion of the exchange offer, will be treated as a single class
under the indenture governing them. The old notes and the new notes are collectively referred to in this prospectus as the "notes."

Please read "Risk Factors" beginning on page 8 of this prospectus for a discussion of factors you should
consider before participating in the exchange offer.

We wil exchange the new notes for all outstanding old notes that are validly tendered and not withdrawn before expiration of the exchange
offer. You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer. The exchange procedure is more fully
described in "Exchange Offer--Procedures for Tendering." If you fail to tender your old notes, you will continue to hold unregistered notes that
you will not be able to freely transfer.
The terms of the new notes are substantial y identical to the old notes, except that the transfer restrictions, registration rights and provisions
for additional interest applicable to the old notes do not apply to the new notes. Please read "Description of New Notes" for more details on the
terms of the new notes. We wil not receive any cash proceeds from the issuance of the new notes in the exchange offer.
Each broker-dealer that receives new notes for its own account pursuant to this offering must acknowledge that it wil deliver this prospectus
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in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-
dealer wil not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where
such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a
period of up to 180 days after the exchange date (as such period may be extended), we wil make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. Please read "Plan of Distribution."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 21, 2014.
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This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the "SEC." In
making your decision whether to participate in the exchange offer, you should rely only on the information contained in or
incorporated by reference into this prospectus and in the letter of transmittal accompanying this prospectus. We have not authorized
anyone to provide you with any other information. If you receive any unauthorized information, you must not rely on it. We are not
making an offer to sell these securities in any state or jurisdiction where the offer is not permitted. You should not assume that the
information contained in this prospectus or in the documents incorporated by reference into this prospectus are accurate as of any date
other than the date on the front cover of this prospectus or the date of such incorporated documents, as the case may be.
This prospectus incorporates by reference important business and financial information about us that is not included in or
delivered with this prospectus. This information is available without charge upon written or oral request directed to: Gastar
Exploration Inc., 1331 Lamar Street, Suite 650, Houston, Texas 77010, Attn: Investor Relations, (713) 739-1800. To obtain
timely delivery, you must request the information no later than May 12, 2014.
TABLE OF CONTENTS

SUMMARY
1

RISK FACTORS
8

USE OF PROCEEDS
17

RATIO OF EARNINGS TO FIXED CHARGES
18

EXCHANGE OFFER
19

DESCRIPTION OF NEW NOTES
25

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
79

PLAN OF DISTRIBUTION
80

LEGAL MATTERS
82

EXPERTS
82

AVAILABLE INFORMATION
83

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
84

ANNEX A: LETTER OF TRANSMITTAL
A-1

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated herein contain forward-looking statements, which involve risks and
uncertainties. All statements other than statements of historical fact included or incorporated by reference in this prospectus are
forward-looking statements, including, without limitation, all statements regarding future plans, business objectives, strategies,
expected future financial position or performance, expected future operational position or performance, budgets and projected costs,
future competitive position or goals and/or projections of management for future operations. In some cases, you can identify a
forward-looking statement by terminology such as "may," "will," "could," "should," "expect," "plan," "project," "intend,"
"anticipate," "believe," "estimate," "predict," "potential," "pursue," "target" or "continue," the negative of such terms or variations
thereon, or other comparable terminology.
The forward-looking statements included or incorporated by reference in this prospectus are largely based on our expectations
and beliefs concerning future developments and their potential effect on us, which reflect certain estimates and assumptions made by
our management. These estimates and assumptions reflect our best judgment based on currently known market conditions, operating
trends and other factors. Forward-looking statements may include statements that relate to, among other things, our:

·

financial
position;

·
business strategy and budgets;

·

anticipated
capital
expenditures;

·
drilling of wells, including the anticipated scheduling and results of such operations;

·
natural gas, oil and natural gas liquids ("NGLs") reserves;

·
timing and amount of future production of natural gas, condensate, oil and NGLs;

·
operating costs and other expenses;

·
cash flow and anticipated liquidity;

·
prospect development; and

·
property acquisitions and sales.
Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of
risks and uncertainties that are beyond our control. As such, management's assumptions about future events may prove to be
inaccurate. For a more detailed description of the known material factors that could cause actual results to differ from those in the
forward-looking statements, see "Risk Factors" beginning on page 8 of this prospectus and other risks set forth in our Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We do not intend to publicly update or revise any
forward-looking statements as a result of new information, future events, changes in circumstances or otherwise. These cautionary
statements qualify all forward-looking statements attributable to us, or persons acting on our behalf. Management cautions all readers
that the forward-looking statements included or incorporated by reference in this prospectus are not guarantees of future performance,
and we cannot assure any reader that such statements will be realized or that the events and circumstances they describe will occur.
Factors that could cause actual results to differ materially from those anticipated or implied in the forward-looking statements herein
include, but are not limited to:

·
our ability to integrate acquired assets with ours and to realize the anticipated benefits from such acquisitions;

·
the supply and demand for natural gas, condensate, oil and NGLs;

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·
low and/or declining prices for natural gas, condensate, oil and NGLs;

·
natural gas, condensate, oil and NGLs price volatility;

·
worldwide political and economic conditions and conditions in the energy market;

·
our ability to raise capital to fund planned capital expenditures or repay or refinance debt upon maturity;

·
the ability and willingness of our current or potential counterparties, third-party operators or vendors to enter into

transactions with us and/or to fulfill their obligations to us;

·
failure of our joint interest partners to fund any or all of their portion of any capital program;

·
the ability to find, acquire, market, develop and produce new natural gas and oil properties;

·
uncertainties about the estimated quantities of natural gas and oil reserves and in the projection of future rates of

production and timing of development expenditures of proved reserves;

·
strength and financial resources of competitors;

·
availability and cost of material and equipment, such as drilling rigs and transportation pipelines;

·
availability and cost of natural gas and NGLs processing and transportation;

·
changes or advances in technology;

·
the risks associated with exploration, including cost overruns and the drilling of non-economic wells or dry wells,

operating hazards inherent to the natural gas and oil business and down hole drilling and completion risks that are
generally not recoverable from third parties or insurance;

·
potential mechanical failure or under-performance of significant wells or pipeline mishaps;

·

environmental
risks;

·
possible new legislative initiatives and regulatory changes potentially adversely impacting our business and industry,
including, but not limited to, national healthcare, hydraulic fracturing, state and federal corporate income taxes, retroactive

royalty or production tax regimes, changes in environmental regulations, environmental risks and liability under federal,
state and local environmental laws and regulations;

·
effects of the application of applicable laws and regulations, including changes in such regulations or the interpretation

thereof;

·
potential losses from pending or possible future claims, litigation or enforcement actions;

·
potential defects in title to our properties or lease termination due to lack of activity or other disputes with mineral lease

and royalty owners, whether regarding calculation and payment of royalties or otherwise;

·
the weather, including the occurrence of any adverse weather conditions and/or natural disasters affecting our business;

·
our ability to find and retain skilled personnel; and

·
any other factors that impact or could impact the exploration of natural gas or oil resources, including, but not limited to,

the geology of a resource, the total amount and costs to develop recoverable reserves, legal title, regulatory, natural gas
administration, marketing and operational factors relating to the extraction of natural gas and oil.
You should not unduly rely on these forward-looking statements included or incorporated by reference in this prospectus, as they
speak only as of the date of this prospectus. Except as required by law, we undertake no obligation to publicly update, revise or
release any revisions to these forward-looking statements after the date on which they are made to reflect new information, events or
circumstances occurring after the date of this prospectus or to reflect the occurrence of unanticipated events.

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SUMMARY
This summary highlights basic information about our business and this offering. It does not contain all of the
information that you should consider before deciding whether to exchange your old notes. For a more complete
understanding of our Company and the exchange offer, we encourage you to read this entire document, including "Risk
Factors" and the financial and other information included or incorporated by reference in this prospectus, "Risk Factors" in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (our "2013 Annual Report") and the other
documents to which we have referred.
Company Overview
We are an independent energy company engaged in the exploration, development and production of oil, natural gas,
condensate and NGLs in the United States. Our principal business activities include the identification, acquisition, and subsequent
exploration and development of oil and natural gas properties with an emphasis on unconventional reserves such as shale
resource plays. We are currently pursuing the development of liquids-rich natural gas in the Marcellus Shale and Utica Shale in
West Virginia and are also in the early stages of exploring and developing the Hunton Limestone horizontal oil play in Oklahoma.
On January 31, 2014, our parent company, Gastar Exploration, Inc. ("Parent"), merged with and into us, as part of a
reorganization to eliminate Parent's holding company corporate structure. Pursuant to the merger agreement, we changed our name
from Gastar Exploration USA, Inc., to "Gastar Exploration Inc.".
Our principal executive offices are located at 1331 Lamar Street, Suite 650, Houston, Texas 77010. Our telephone number at
that address is (713) 739-1800. Our website address is http://www.gastar.com. We make our periodic reports and other
information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable.
Information contained on our website is not incorporated by reference into this prospectus and you should not consider
information contained on our website as part of this prospectus.
For additional information as to our business and financial condition, please refer to the documents cited in "Incorporation
of Certain Documents by Reference."
Risk Factors
Investing in the notes involves substantial risks. You should carefully consider all the information contained in this
prospectus prior to participating in the exchange offer. In particular, we urge you to consider carefully the factors set forth under
"Risk Factors" in this prospectus and our 2013 Annual Report, together with all of the other information included or incorporated
by reference in this prospectus.
Ratio of Earnings to Fixed Charges
The following table sets forth the consolidated ratio of earnings to fixed charges for the periods presented:

Year Ended December 31,

2009 2010 2011 2012 2013
Ratio of Earnings to Fixed Charges(1)
10.8x -- -- -- 4.0x

(1) The ratio of earnings to fixed charges was less than one-to-one for the years ended December 31, 2010, 2011 and 2012.
Additional earnings of $12.8 million, $0.1 million and $147.1 million, respectively, would have been needed to have a
one-to-one ratio of earnings to fixed charges.

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Exchange Offer
On May 15, 2013, we completed a private placement of $200,000,000 in aggregate principal amount of our 8 5/8%
Senior Secured Notes due 2018, or the "old notes." On November 15, 2013, we completed a private placement of an
additional $125,000,000 in aggregate principal amount of our old notes. As part of these private placements, we entered into
registration rights agreements with the initial purchasers of the old notes in which we agreed, among other things, to deliver
this prospectus to you and to use our reasonable best efforts to cause an exchange offer registration statement to be declared
effective under the Securities Act within 360 days after May 15, 2013. The following is a summary of the exchange offer. For
more information about the notes, see "Description of Notes."

Old Notes
On May 15, 2013, we issued $200,000,000 aggregate principal amount of our
old notes. On November 15, 2013, we issued an additional $125,000,000 in
aggregate principal amount of our old notes.

New Notes
The terms of the new notes are substantially identical to the terms of the old
notes, except that the transfer restrictions, registration rights and provisions for
additional interest relating to the old notes do not apply to the new notes. The
new notes offered hereby, together with any old notes that remain outstanding
after the completion of the exchange offer, will be treated as a single class for
all purposes under the indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase. The new notes will have a
CUSIP number different from that of any old notes that remain outstanding after
the completion of the exchange offer.

Exchange Offer
We are offering to exchange up to $325,000,000 aggregate principal amount of
new notes that have been registered under the Securities Act for an equal amount
of the old notes that have not been registered under the Securities Act to satisfy
our obligations under the registration rights agreements that we entered into
when we issued the old notes in transactions exempt from registration under the
Securities Act.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on May 19,
2014, unless we decide to extend it.

Conditions to the Exchange Offer
The registration rights agreements do not require us to accept old notes for
exchange if the exchange offer or the making of any exchange by a holder of the
old notes would violate any applicable law or interpretation of the staff of the
SEC or if any legal action has been instituted or threatened that would impair
our ability to proceed with the exchange offer. A minimum aggregate principal
amount of old notes being tendered is not a condition to the exchange offer.
Please read "Exchange Offer--Conditions to the Exchange Offer" for more
information about the conditions to the exchange offer.

Procedures for Tendering Old Notes
All of the old notes are held in book-entry form through the facilities of The
Depository Trust Company, or "DTC." To participate in the exchange offer, you
must follow the automatic tender offer program, or "ATOP," procedures
established by DTC for tendering notes held

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in book-entry form. The ATOP procedures require that the exchange agent
receive, prior to the expiration date of the exchange offer, a computer-generated

message known as an "agent's message" that is transmitted through ATOP, and
that DTC confirm that:

· DTC has received instruction to exchange your old notes; and

· you agree to be bound by the terms of the letter of transmittal in Annex A

hereto.

For more details, please read "Exchange Offer--Terms of the Exchange Offer"

and "Exchange Offer--Procedures for Tendering."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of old notes at any time prior to the expiration
date. To withdraw, you must submit a notice of withdrawal to the exchange agent
using ATOP procedures before 5:00 p.m., New York City time, on the expiration
date of the exchange offer. Please read "Exchange Offer--Withdrawal of
Tenders."

Acceptance of Old Notes and Delivery of NewIf you fulfill all conditions required for proper acceptance of the old notes, we
Notes
will accept any and all old notes that you properly tender and do not validly
withdraw before 5:00 p.m., New York City time, on the expiration date of the
exchange offer. We will return any old notes that we do not accept for exchange
to you without expense promptly after the expiration date of the exchange offer.
We will deliver the new notes promptly after the expiration date of the exchange
offer. Please read "Exchange Offer--Terms of the Exchange Offer."

Fees and Expenses
We will bear all expenses related to the exchange offer. Please read "Exchange
Offer--Fees and Expenses."

Use of Proceeds
The issuance of the new notes will not provide us with any new proceeds. We
are making the exchange offer solely to satisfy our obligations under the
registration rights agreements.

Consequences of Failure to Exchange Old
If you do not exchange your old notes in the exchange offer, you will no longer
Notes
be able to require us to register the old notes under the Securities Act, except in
the limited circumstances provided under the registration rights agreements. In
addition, you will not be able to resell, offer to resell or otherwise transfer the
old notes unless we have registered the old notes under the Securities Act, or
unless you resell, offer to resell or otherwise transfer them under an exemption
from the registration requirements of, or in a transaction not subject to, the
Securities Act.

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U.S. Federal Income Tax Consequences
The exchange of new notes for old notes in the exchange offer will not be a
taxable event for U.S. federal income tax purposes. Please read "Certain U.S.
Federal Income Tax Consequences."

Exchange Agent
We have appointed Wells Fargo Bank, N.A. as the exchange agent for the
exchange offer. You should direct questions and requests for assistance and
requests for additional copies of this prospectus (including the letter of
transmittal) to the exchange agent addressed as follows:

By Registered & Certified Mail:

Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
PO Box 1517
Minneapolis, Minnesota 55480

By regular mail or overnight courier:
Wells Fargo Bank, N.A.
Corporate Trust Operations
MAC N9303-121
Sixth & Marquette Avenue
Minneapolis, Minnesota 55479

In person by hand only:
Wells Fargo Bank, N.A.
12th Floor--Northstar East Building
Corporate Trust Operations
608 Second Avenue South
Minneapolis, Minnesota 55402

Eligible institutions may make requests by facsimile at (612) 667-6282 and may

confirm facsimile delivery by calling (800) 344-5128.

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Terms of the New Notes
The new notes will be substantially identical to the old notes, except that the new notes are registered under the
Securities Act and will not have restrictions on transfer, registration rights or provisions for additional interest. The new
notes will evidence the same debt as the old notes, and the same indenture will govern the new notes and the old notes. In this
prospectus, we sometimes refer to the new notes and the old notes, collectively, as the "notes."
The following summary contains basic information about the new notes and is not intended to be complete. It does not
contain all the information that is important to you. For a more complete understanding of the new notes, please read
"Description of New Notes."

Issuer
Gastar Exploration Inc. (formerly Gastar Exploration USA, Inc.)

Notes Offered
$325,000,000 aggregate principal amount of 8 5/8% Senior Secured Notes due
2018.

Maturity Date
May 15, 2018.

Interest Payment Dates
We will pay interest in cash on the notes at an annual rate of 8 5/8%.

Guarantees
The new notes will not initially be guaranteed by any of our existing
subsidiaries. In the future, the notes may be guaranteed by one or more of our
existing subsidiaries and certain future domestic subsidiaries.

Ranking
The notes will be our and our subsidiary guarantors' senior secured obligations
and will:

· rank equal in right of payment with all of our and our subsidiary guarantors'

existing and future senior indebtedness;

· rank senior in right of payment to all of our and our subsidiary guarantors'

existing and future subordinated indebtedness;

· be effectively junior to our and our subsidiary guarantors' indebtedness and

obligations under our revolving credit facility to the extent of the value of the
assets securing our revolving credit facility;

· be effectively senior to all existing and future senior unsecured debt to the

extent of the value of the collateral; and

· be structurally subordinated to all indebtedness and other liabilities of each

of our existing and future non-guarantor subsidiaries.

Security Interest
The notes and any future guarantees will be secured by a lien on substantially all
of our and our subsidiary guarantors' current proved and probable reserves and
certain other assets, subject to certain exceptions; provided, however that
pursuant to the terms of an intercreditor agreement, the security interest in those
assets that secure the notes and any guarantees will be contractually
subordinated to liens thereon that secure our revolving credit facility and certain
other permitted indebtedness. Consequently, the notes and any future guarantees
will be effectively subordinated to our

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