GOODRICH PETROLEUM CORP

GOODRICH PETROLEUM CORP terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

GOODRICH PETROLEUM CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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appraisal-demanding, Paloma-owned and treasury shares), trading on NYSE American is to be halted and the listing withdrawn, and a Form 15 is to be filed to end reporting.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.

business combination

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.

business combination

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).

business combination

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.

business combination

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.

business combination

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.

business combination

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.

financial restatement

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.

material agreement

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.

debt financing

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.

asset acquisition disposition

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.

debt financing

the New York Stock Exchange certified GOODRICH PETROLEUM CORP's securities for listing, clearing them to begin trading.

listing compliance notice

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.

capital raising announcement

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.

bankruptcy or receivership

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.

material agreement

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.

material agreement termination

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.

bankruptcy or receivership

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.

material agreement

GOODRICH PETROLEUM CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

GOODRICH PETROLEUM CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

GOODRICH PETROLEUM CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

listing compliance notice

On December 18, 2015 Goodrich closed its offer to swap Series B, C and D preferred stock for a new 10.00% Series E convertible preferred stock, issuing 3,648,803 Series E depositary shares for 758,434 Series B shares and 1,274,932 Series C and 1,463,759 Series D depositary shares. Series E converts into common at an initial $2.00 per share, and the company can force conversion if the stock closes at $3.00 or more for 20 of 30 trading days. Holders have limited voting rights. Preferred holders who tendered gave up their old preferred for convertible stock, while those who did not tender keep their old series.

capital raising announcement

On October 1, 2015 Goodrich closed the senior note swaps announced September 24: $76.5 million (for units with warrants) and about $81.7 million (for about $36.8 million of new notes) of 8.875% senior notes due 2019 were retired for new 8.875% second lien notes due 2018 issued under a U.S. Bank indenture. On the same day it signed a Fourteenth Amendment cutting the bank borrowing base to $75 million, allowing up to $50 million of third lien debt, and requiring mortgages on all proved-reserve properties, and amended the 8.00% second lien indenture to permit the swaps, third lien debt and up to $25 million of preferred stock payments. The new notes accelerate to September 1, 2017 if more than $25 million of 2032 convertibles remain on August 1, 2017. This completes the September 24 deal; the bank revolver was not paid off (the earlier plan) but remains with a $75 million borrowing base.

capital raising announcement

On September 24, 2015 Goodrich agreed to retire about $158.2 million of its 8.875% senior notes due 2019 in exchange for $75 million of new 8.875% second lien senior secured notes due 2018, with warrants attached to the units exchanged by Franklin Advisers ($76.5 million of old notes for 38,250 units, each with a warrant over about 156.9 shares). About $116.8 million of the old notes would remain, and the press release says debt falls by about $83.2 million and annual interest by $7.4 million. The press release also says warrants cover 6 million shares at $1.00 and that a credit agreement amendment is expected to cut the borrowing base from $105 million to $75 million and allow up to $50 million of third lien debt; closing was set for October 1, 2015. This continues the debt swaps begun with the 2032 convertibles, this time moving unsecured debt into debt secured ahead of it, with new warrants that could dilute shareholders.

capital raising announcement

On September 4, 2015 Goodrich closed the sale of its proved Eagle Ford reserves and associated leasehold in LaSalle and Frio Counties, Texas to an EP Energy subsidiary for about $118 million, completing the deal announced in July. Pro forma figures show about $101.6 million cash added and an approximately $44.6 million gain, below the $50-60 million the company had expected. The pro forma balance sheet shows stockholders' equity moving from a $15.0 million deficit to $29.5 million, still under the NYSE's $50 million equity threshold.

asset acquisition disposition

The 2032 convertible note swap closed effective September 8, 2015: $55 million of old notes were retired for $27,496,000 of new 5.00% convertible exchange notes due 2032 plus $4,000 cash, leaving $111.3 million of old notes. The new notes convert at $2.00 per share (500 shares per $1,000), versus about $34.66 on the old notes per earlier context, so conversion would create far more shares; the filing states the conversion rate, not the dilution effect. This completes the exchange announced September 1.

capital raising announcement

On August 27, 2015 the NYSE told Goodrich it was out of compliance with listing standards: the 30-day average share price was under $1.00, average market value was under $50 million, and stockholders' equity was under $50 million. The shares keep trading for now; the company has six months to fix the price (longer if a shareholder vote is needed) and 45 days to submit a plan for the market value test. Separately, on September 1 it agreed to swap $55 million of its 5.00% 2032 convertible notes for $27.5 million of new 5.00% convertible exchange notes due 2032, leaving about $111 million of the old notes, with closing expected September 8.

listing compliance notice

On July 24, 2015 Goodrich agreed to sell its proved Eagle Ford reserves and associated leasehold in LaSalle and Frio Counties, Texas to a subsidiary of EP Energy for about $118 million, effective July 1, 2015, with closing expected by September 4, 2015. The company says it will keep about 58% (about 17,000 net acres) of its undeveloped Eagle Ford leasehold, expects a gain of roughly $50-60 million, and plans to pay off its bank revolver and keep the remaining cash.

material agreement

On March 12, 2015 Goodrich closed the $100 million sale to Franklin Advisers of 100,000 units of 8.00% second-lien notes due March 15, 2018 plus warrants over 48.84 shares each at $4.664, exercisable for ten years. This resolves the second-lien funding that had to happen by April 1, 2015; the warrants can dilute existing shareholders if exercised. The company must also register the notes for exchange and the warrants for resale, with extra interest on the notes if the exchange is not done by March 12, 2016.

capital raising announcement

On February 26 and March 2, 2015 Goodrich arranged a $100 million sale of 8% second-lien notes due 2018 with warrants to Franklin Advisers, sold 12,000,000 shares at $4.15 each through J.P. Morgan, and amended its bank credit agreement. The amendment cuts the borrowing base to $200 million and then $150 million, extends maturity to February 24, 2017, and replaces the debt covenant with a secured-debt one. The company says that if the second-lien notes do not fund by April 1, 2015 it has no committed financing for the required prepayments, which could mean default. It also says it has few authorized shares left, so more equity may need shareholder approval. The warrants are priced at $4.664 and would dilute existing shareholders if exercised.

capital raising announcement

On December 22, 2014 Goodrich closed the sale of its Beckville, North Minden and West Brachfield fields in Panola and Rusk Counties, Texas, to Samson Lone Star L.L.C. for $61 million. The pro forma figures show about a $7.0 million loss on the sale and an estimated $51.2 million of cash added. The sold properties accounted for $17.9 million of revenue in the first nine months of 2014.

asset acquisition disposition

On October 15, 2013 Goodrich agreed to sell 6,000,000 common shares at $25.25 each in an underwritten offering, and the underwriters then took up the extra 900,000 shares, making 6,900,000 in total, with closing set for October 21, 2013. This adds new shares for existing holders. Some underwriters' affiliates are lenders under the credit facility and will receive part of the proceeds. The filing does not state the total proceeds or what the money will be used for beyond that.

material agreement

On September 25, 2013 Goodrich agreed a second swap, retiring $57.434 million of 2029 convertible notes for $57.0 million of new 2032 notes, due to close October 1, 2013. That would bring the 2032 notes to $166.25 million and leave $51.816 million of 2029 notes. The filing says these figures are higher than in the same-day press release, which showed $51.892 million retired, $51.5 million issued and $57.358 million of 2029 notes left.

capital raising announcement

On August 21, 2013 Goodrich swapped $109.25 million of its 5% convertible notes due 2029 for a new $109.25 million series of 5% convertible notes due 2032, leaving $109.25 million of the 2029 notes outstanding. The new notes keep the same 5% interest and $34.658 conversion price, but their principal grows 2% a year until October 2017 and holders can demand repayment in 2017, 2022 and 2027. This continues the open thread on the 2029 convertibles by pushing part of them out to 2032.

capital raising announcement

the New York Stock Exchange certified GOODRICH PETROLEUM CORP's securities for listing, clearing them to begin trading.

listing compliance notice

the New York Stock Exchange certified GOODRICH PETROLEUM CORP's securities for listing, clearing them to begin trading.

listing compliance notice

Goodrich closed the sale of non-core South Henderson field properties in East Texas to Memorial Resource Development on September 28, 2012, for about $95 million before closing adjustments. The assets carried 39 Bcfe of proved reserves at year-end 2011. Pro forma figures show roughly $43 million of gain and cash up by about $94.5 million.

asset acquisition disposition

Goodrich agreed on February 25, 2011 to sell $275 million of 8.875% senior notes due 2019 (closed March 2, 2011) at par, for net proceeds of about $268.3 million. A portion is meant to redeem or repurchase its $175 million 3.25% convertible notes due 2026, and $175 million was placed in a segregated account for that purpose. A bank credit amendment the same day extends maturity to July 1, 2014 (possibly February 25, 2016 if the $218.5 million 5% convertible notes due 2029 are prepaid or covered), raises commitments to $600 million, confirms a $225 million borrowing base, and raises the maximum leverage ratio to 4.0 to 1.0.

material agreement

Goodrich closed the sale of some non-core shallow properties in East Texas and North Louisiana to SND Operating, L.L.C. on December 30, 2010, for about $65 million. This completes the sale agreed on October 27, 2010; the filing also includes pro forma financials showing the effect of the sale.

asset acquisition disposition