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.
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.
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.
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.
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.
18 Mar 2015capital raising announcement● NeutralMajor
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.
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.
Citadel Advisors LLC, Citadel Advisors Holdings II LP, Citadel GP LLC, Kenneth Griffin reported no remaining GOODRICH PETROLEUM CORP shareholding in its periodic institutional filing.
Vollero Beach Capital Partners LLC, Robert A. Vollero, Gentry T. Beach reported no remaining GOODRICH PETROLEUM CORP shareholding in its periodic institutional filing.
Susquehanna Capital Group, Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group, Susquehanna Securities reported a GOODRICH PETROLEUM CORP shareholding of 1,856,542 shares (4.10% of votes) in a periodic institutional filing.
Odey Asset Management Group Ltd, Odey Asset Management LLP, Odey Holdings AG reported no remaining GOODRICH PETROLEUM CORP shareholding in its periodic institutional filing.
29 Dec 2014asset acquisition disposition● NeutralMajor
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.
