Each one in plain English, with the numbers worked through for a shareholder.
23 Dec 2015capital raising announcement● NeutralMajor
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.
On October 7, 2015 Goodrich agreed to swap about $17.1 million of its old 5.00% convertible notes due 2032 for about $8.5 million of new 5.00% convertible exchange notes due 2032, closing expected October 14, 2015. This is a second round of the September swap; about $94.2 million of old notes would remain and about $36 million of new notes would be outstanding. The press release gives the same terms as the earlier new notes, including the company's right to force conversion if the stock exceeds $2.50.
2 Oct 2015capital raising announcement● NeutralMajor
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.
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.
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.
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.
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.
27 Aug 2013capital raising announcement● NeutralMajor
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.
4 Oct 2012asset acquisition disposition● NeutralMajor
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.
Goodrich filed a registration statement on January 11, 2012 to exchange up to $275 million of its unregistered 8.875% senior notes due 2019 for identical registered notes. This follows through on the registration rights promised when the notes were sold in March 2011. The terms are the same apart from the removal of transfer restrictions and extra-interest provisions, and it does not raise new money.
Third-quarter 2011 results: record adjusted EBITDAX of $49.1 million, up 75% on the year, on production of 116,200 thousand cubic feet equivalent a day. The oil-directed drilling shift was working - oil volumes jumped 50% in a quarter to 2,215 barrels a day and, at 11% of production, delivered 31% of revenue.
After director Geraldine Ferraro died in March 2011, Goodrich has only two directors on its Audit Committee instead of the three the NYSE requires. It told the NYSE on April 6, 2011; the NYSE allows six months to fix this, and the company intends to appoint a third independent director in that time. This is not a delisting.
Goodrich completed the $275 million 8.875% senior notes sale on March 2, 2011. The notes mature March 15, 2019, pay interest semi-annually starting September 15, 2011, and are guaranteed by its subsidiary. The filing sets out the indenture terms and a registration rights agreement requiring an exchange offer by March 1, 2012, or extra interest of 0.25% a year (rising to a cap of 1.00%).
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.
On February 4, 2011, Goodrich's subsidiary amended its bank credit agreement with BNP Paribas and the lenders. Letters of credit can run to December 31, 2011 (with 105% cash collateral if used), and the maximum interest coverage ratio was lowered from 3.0 to 1.0 to 2.5 to 1.0. The filing also adds the October 29, 2010 amendment that acknowledged a borrowing base increase and a new lender.
4 Jan 2011asset acquisition disposition● NeutralMajor
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.
