3 Jan 2022listing compliance notice▼ BadMajor
GOODRICH PETROLEUM CORP terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
23 Dec 2021listing compliance notice● NeutralMajor
GOODRICH PETROLEUM CORP's exchange filed to remove a class of its securities from listing.
23 Dec 2021business combination● NeutralMajor
Goodrich's board filed an update to its tender offer recommendation statement reporting the final result: 12,014,916 shares tendered, which with Paloma's 1,838,510 shares is about 87% of the stock, so the minimum condition was met. It says each remaining share converts to $23.00 cash in the merger (the same as the offer price), and the stock will be delisted and deregistered. This confirms the outcome of the deal the board had recommended.
23 Dec 2021business combination● NeutralMajor
Goodrich completed its sale to Paloma on Dec 23, 2021: it merged into Paloma's merger subsidiary without a stockholder vote, and Paloma Partners VI Holdings became its sole owner, funded by equity from EnCap Energy Capital Fund XI. Shares not tendered were converted into $23.00 cash (except appraisal-demanding, Paloma-owned and treasury shares), trading on NYSE American is to be halted and the listing withdrawn, and a Form 15 is to be filed to end reporting. All eight directors and the four named officers left their roles, and the company was converted into Paloma Natural Gas Holdings, LLC that night. This resolves the pending deal and the delisting and second-step merger threads.
23 Dec 2021business combination● NeutralMajor
Paloma's tender offer for Goodrich expired on Dec 23, 2021 with 12,014,916 shares tendered. Together with the 1,838,510 shares Paloma already owned, that is about 87% of the outstanding shares, so the minimum condition was met and Paloma accepted the shares for payment at $23.00 cash each. This resolves the open question of whether the offer would succeed; the filing says untendered shares are converted to $23.00 in the merger and the stock will be delisted and deregistered.
29 Nov 2021business combination● NeutralMajor
Goodrich's board formally recommends that shareholders tender their shares into Paloma's $23.00 cash offer, as promised in the Nov 22 announcement. The filing says that if too few shares are tendered to meet the majority condition, the offer and merger will not happen and holders will not receive the $23.00. It lists 14,391,104 shares outstanding at Nov 24, 2021, says Paloma already owns 1,838,510 shares, and shows directors and officers agreeing to tender (for example Walter G. Goodrich's 656,229 shares worth about $15.1 million).
24 Nov 2021business combination● NeutralMajor
Paloma's buying subsidiary formally launched the $23.00 per share cash tender offer on Nov 24, 2021, expiring at midnight on Dec 23, 2021 unless extended. The filing values the deal at about $389.5 million, based on 14,387,069 shares outstanding plus warrants, convertible-note shares and plan shares. This starts the process flagged in the Nov 22 announcement; the outcome is not yet known.
23 Nov 2021business combination● NeutralMajor
Goodrich filed the full terms of the Nov 21, 2021 merger agreement with Paloma. The $23.00 cash offer must start by Nov 29, 2021 and initially expires Dec 23, 2021, with no financing condition and a condition that more than half of all shares be tendered, counting Paloma's shares. If it succeeds, remaining shares are converted to $23.00 each in a second-step merger without a shareholder vote. Goodrich owes Paloma a $15 million fee if it takes a superior proposal or the board withdraws its recommendation, the offer need not be extended past May 21, 2022, and unvested stock awards vest and are cashed out at $23.00. Holders including Franklin and Anchorage-affiliated entities signed tender and support agreements.
22 Nov 2021business combination● Neutral
Goodrich filed the Nov 22, 2021 press release announcing its agreement to be bought by Paloma Partners VI Holdings (an affiliate of EnCap Energy Capital Fund XI) through a tender offer at $23.00 per share in cash. The filing says the offer has not yet started and that shareholders should read the tender documents when filed; it repeats the announcement already summarised and adds no new terms.
22 Nov 2021business combination▲ GoodMajor
On November 21-22, 2021 Goodrich agreed to be acquired by Paloma Partners VI Holdings, an affiliate of EnCap Energy Capital Fund XI, through a cash tender offer at $23.00 per share (about $480 million including assumption of first lien debt). The price is roughly a 7% premium to the November 19, 2021 close, the board approved it unanimously, and supporting holders who together with Paloma own a majority have agreed to tender. Closing is expected in December 2021, after which Goodrich would be private and delisted; this filing is only the announcement, so the offer has not yet closed.
6 Nov 2020financial restatement▼ BadMajor
On November 5, 2020 Goodrich concluded its June 30, 2020 quarterly financial statements should no longer be relied on, because future development costs were understated in the full cost ceiling test. It expects to correct this by raising the impairment expense and net loss by about $7.3 million for the three and six months ended June 30, 2020, and will file an amended 10-Q.
5 Nov 2020material agreement▼ BadMajor
On October 30, 2020 lenders under Goodrich's senior credit facility (now with Truist Bank as agent) waived a default caused by missing the current ratio covenant at September 30, 2020. The amendment lowers the maximum debt-to-EBITDAX ratio from 4.00 to 3.50 and adds a requirement to prepay loans with cash above $10 million. The default is waived, but the covenants are tighter.
3 June 2019debt financing● NeutralMajor
On May 31, 2019 Goodrich issued $12.0 million of new 13.50% convertible second lien notes due May 31, 2021 to Franklin Advisers-managed funds, after redeeming all of its earlier 13.50% second lien notes due 2019 on May 29, 2019. Interest can be paid in kind, and the notes are secured and guaranteed by the subsidiary. This resolves the earlier open question about the 2019 notes and extends the second lien debt to 2021 with Franklin, already a large shareholder, still the lender.
6 Mar 2018asset acquisition disposition● Neutral
This amendment adds the pro forma figures for the BP sale of Angelina River Trend assets, with the same facts as before. As if the sale had happened on December 31, 2017, cash would rise from about $25.99 million to $48.76 million and net oil and gas properties would fall by about $22.9 million; 2017 pro forma revenue would drop by about $3.1 million, and the 2017 net loss would narrow from $7.996 million to $7.772 million. Long-term debt of $55.7 million is shown unchanged in these figures.
28 Feb 2018asset acquisition disposition▲ GoodMajor
On February 28, 2018 Goodrich sold working interests and some undeveloped acreage in the Angelina River Trend in Texas to BP America Production for about $23 million. The company says it will use part of the proceeds to pay off its revolver (the one signed in October 2017) and plans to speed up Haynesville development in the second half of 2018.
22 Nov 2017auditor change● Neutral
Goodrich's auditor Hein & Associates resigned on November 16, 2017 because it combined with Moss Adams, and the audit committee appointed Moss Adams as the new auditor. The filing says Hein's 2016 report was clean and there were no disagreements, so this is a change of firm name through a merger rather than a dispute.
14 Nov 2017debt financing● Neutral
This amendment only adds the signature page that was left off the October 19, 2017 filing; nothing else changed. It repeats the October 17, 2017 JPMorgan-led revolving credit agreement (up to $250 million, $40 million initial borrowing base, refinancing the Wells Fargo exit facility), so it carries no new information.
19 Oct 2017debt financing▲ GoodMajor
On October 17, 2017 Goodrich signed a new senior secured revolving credit agreement with JPMorgan Chase as agent. It replaces the October 2016 exit credit agreement with Wells Fargo as agent. The maximum is $250 million with an initial borrowing base of $40 million, and it is secured by a first lien on substantially all assets. It matures October 17, 2021, or September 30, 2019 if the 2019 Notes have not been retired by then. Covenants include a maximum Total Debt to EBITDAX of 4.00 to 1.00.
6 Apr 2017listing compliance notice▲ GoodMajor
the New York Stock Exchange certified GOODRICH PETROLEUM CORP's securities for listing, clearing them to begin trading.
22 Dec 2016capital raising announcement▲ GoodMajor
On December 22, 2016 Goodrich closed a private placement of 2,272,727 new common shares (par $0.01) at $11.00, raising about $25 million gross and $23.5 million net. The proceeds are intended for the 2017 Haynesville Shale drilling program and general corporate purposes. The company agreed to register the shares for resale, filing within 90 days. The new par value and share count reflect the post-bankruptcy stock, not the cancelled pre-bankruptcy shares.
14 Nov 2016auditor change● Neutral
On November 9, 2016 Goodrich dismissed Ernst & Young as its auditor and hired Hein & Associates, with audit committee approval. E&Y's 2015 report included a going-concern warning, and the filing says there were no disagreements with E&Y.
3 Oct 2016bankruptcy or receivership▼ BadMajor
The Bankruptcy Court confirmed Goodrich's reorganization plan on September 28, 2016. Second lien noteholders get 98% of the new common stock, unsecured noteholders and general unsecured creditors share 2% plus warrants, and the first lien lenders are refinanced into a $20 million exit facility. Existing common and preferred stockholders receive no recovery, and their shares are cancelled on the plan's effective date, which the company targets within about 15 days but does not guarantee. The $40 million exit convertible notes from the July commitment are part of the plan. Walter Goodrich and Robert Turnham stay on a seven-member new board.
29 July 2016material agreement● NeutralMajor
On July 25, 2016 Goodrich signed a commitment letter with Shenkman, CVC, J.P. Morgan Securities and Franklin to provide $40 million of exit financing: convertible second lien notes at 13.5% interest, convertible into 15% of the reorganized company's common stock. The lenders would also get 10-year costless warrants for 20% of the reorganized common stock, a second lien on all assets and the right to appoint two directors. It needs Bankruptcy Court approval and has conditions, so it is not yet certain. This is a new financing path after the RSA ended, and it would dilute whoever holds the new stock.
26 May 2016material agreement termination▼ BadMajor
The Restructuring Support Agreement with second lien noteholders terminated automatically on May 21, 2016 because the Bankruptcy Court had not entered an order approving it within 35 days of the April 15 filing. The company says it will keep negotiating with its secured and unsecured debt holders on restructuring its debt, so the Chapter 11 case continues without the agreed deal.
15 Apr 2016bankruptcy or receivership▼ BadMajor
Goodrich and its subsidiary filed voluntary Chapter 11 petitions on April 15, 2016 in the Southern District of Texas, the prepackaged case the March 28 Restructuring Support Agreement had set as the fallback. The filing says the exchange offers failed for lack of approval from common holders, preferred holders and unsecured noteholders. The filing triggered default and acceleration of the credit agreement and all listed notes, but enforcement is stayed. The company says the plan would eliminate about $400 million of debt, leaving only the first lien loan (about $40 million outstanding). It says it expects to keep operating and pay royalties. The filing gives no recovery for common or preferred holders; the earlier RSA terms gave all new equity to second lien holders.
1 Apr 2016material agreement▼ BadMajor
On March 28, 2016 Goodrich signed a Restructuring Support Agreement with certain holders of its second lien notes, as a fallback if its ongoing exchange offers for common stock fail. It commits to file a prepackaged Chapter 11 case by April 15, 2016, under which second lien noteholders would get 100% of the new equity in the reorganized company (diluted by a management plan of 9%) and $175 million of second lien notes face amount would be eliminated. The plan covers the common and all preferred stock, but the filing gives no stated recovery for them and says there is no assurance the restructuring will be completed. The term sheet gives equity to second lien holders only, so this is a warning for current shareholders, though not a final outcome.
21 Jan 2016listing compliance notice● NeutralMajor
GOODRICH PETROLEUM CORP's exchange filed to remove a class of its securities from listing.
21 Jan 2016listing compliance notice● NeutralMajor
GOODRICH PETROLEUM CORP's exchange filed to remove a class of its securities from listing.
21 Jan 2016listing compliance notice● NeutralMajor
GOODRICH PETROLEUM CORP's exchange filed to remove a class of its securities from listing.
14 Jan 2016listing compliance notice▼ BadMajor
On January 13, 2016 the NYSE began delisting proceedings against Goodrich's common stock because of its abnormally low price and suspended trading; the company said it will not appeal. The stock began trading on the OTC Markets on January 14, 2016 under GDPM, and the Series C and D preferred were also suspended. This follows the August 2015 NYSE non-compliance notice, which it did not cure. The company says operations are unaffected and it stays an SEC reporting company, but it gives no assurance of continued OTC quotes or adequate trading volume.