Issuer:

Guarantor:

Securities:

Offering Size:

Over-Allotment Option:

CUSIP/ISIN:

Trade Date:

Settlement Date:

Ticker/Exchange:

Public Offering Price:

Liquidation Preference:

Stated Dividend Rate:

Equivalent Annual Payment at Stated Rate:

Penalty Dividend Rate:

Equivalent Annual Payment at Penalty Rate:

Dividend Dates:

First Dividend Payment Date:

First Optional Call Date:

Reorganization Transaction:

Special Redemption:

Conversion Rights:

Upon the occurrence of a Change of Ownership or Control after the date of consummation of the Reorganization Transactions, each holder of Series B Preferred Stock will have the right to convert some or all of the Series B Preferred Stock held by such holder on the Change of Control Conversion Date (unless, prior to the Change of Control Conversion Date, we have provided or provide irrevocable notice of our election to redeem the Series B Preferred Stock, in which case such holder will only have the right with respect to the shares of Series B Preferred Stock not called for redemption (unless we default in the payment of the redemption price and all accumulated and unpaid dividends in which case such holder will again have a conversion right with respect to the shares subject to such default in payment)) into a number of shares of our common stock per share of Series B Preferred Stock to be converted to a number of shares of our common stock equal to the lesser of:

•       the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per preferred share plus the amount of any accumulated and unpaid dividends to, but not including, the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series B Preferred Stock dividend payment and prior to the corresponding dividend payment date for the Series B Preferred Stock, in which case no additional amount for such accumulated and unpaid dividend will be included in this sum) by (ii) the Common Stock Price (as defined herein); and

•       11.5207 shares of common stock per preferred share (the “Share Cap”) (assuming a ratio of one share of common stock of Gastar USA is issued in the Downstream Merger for each then outstanding common share of Parent, provided, however, that if pursuant to the terms of the Downstream Merger the ratio of shares of new common stock of Gastar USA issued to the holders of common shares of Parent in exchange therefore is other than one share of common stock of Gastar USA for each common share of Parent, the Share Cap shall be the number of shares of common stock of Gastar USA equal to the product obtained by multiplying (i) the Share Cap per share in effect immediately prior to the Downstream Merger by (ii) the number of shares of common stock of Gastar USA issued in the Downstream Merger for one share of common stock of Parent), subject to certain adjustments described in this prospectus supplement;

subject, in each case, to provisions for the receipt of alternative consideration and other conditions as described in this prospectus supplement.

Voting Rights:

Maturity:

Underwriting Discount:

Per Share Proceeds to Issuer:

Aggregate Proceeds to Issuer:

Use of Proceeds:

Joint Book-Running Managers:

Lead Manager:

Co-managers:

Cash and cash equivalents (1)

Debt:

Revolving credit facility

8 ⁵/₈% senior secured notes due 2018

Total debt

Stockholders’ equity:

Cumulative Preferred Stock, par value $0.01 per share; 10,000,000 shares authorized(2)

Series A Cumulative Preferred Stock; 3,951,254 shares issued and outstanding

Series B Cumulative Preferred Stock offered hereby; on an actual basis: no shares issued and outstanding; as adjusted for this offering: 2,000,000 shares issued and outstanding

Common stock, no par value; 1,000 shares authorized; 750 shares issued and outstanding (3)

Accumulated deficit

Total shareholders’ equity

Total capitalization