4 Jan 2022substantial holder notice● Neutral
Franklin Resources, Inc, Charles B. Johnson, Rupert H. Johnson, Jr, Franklin Advisers, Inc reported no remaining GOODRICH PETROLEUM CORP shareholding in its periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
3 Jan 2022listing compliance notice▼ BadMajor
GOODRICH PETROLEUM CORP terminated the registration of a class of securities, ending its reporting obligation for them.
28 Dec 2021director interest notice● Neutral
GOODRICH PETROLEUM CORP 10%+ owner Paloma Partners Vi Holdings, LLC disposed of 1,838,510 shares via option/appreciation-right settlement.
28 Dec 2021substantial holder notice● Neutral
Paloma Partners VI Holdings, LLC, Paloma Natural Gas Holdings, LLC reported no remaining GOODRICH PETROLEUM CORP shareholding in its periodic institutional filing.
27 Dec 2021substantial holder notice● Neutral
ANCHORAGE CAPITAL GROUP, L.L.C, ANCHORAGE ADVISORS MANAGEMENT, L.L.C, KEVIN M. ULRICH reported no remaining GOODRICH PETROLEUM CORP shareholding in its periodic institutional filing.
23 Dec 2021securities registration● Neutral
GOODRICH PETROLEUM CORP amended an already-effective registration statement.
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appraisal-demanding, Paloma-owned and treasury shares), trading on NYSE American is to be halted and the listing withdrawn, and a Form 15 is to be filed to end reporting.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 2021securities registration● Neutral
GOODRICH PETROLEUM CORP amended an already-effective registration statement.
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.
21 Dec 2021substantial holder notice● Neutral
Franklin Resources, Inc, Charles B. Johnson, Rupert H. Johnson, Jr, Franklin Advisers, Inc reported a GOODRICH PETROLEUM CORP shareholding of 3,581,913 shares (22.50% of votes) in a periodic institutional filing.
21 Dec 2021substantial holder notice● Neutral
Franklin Resources, Inc, Charles B. Johnson, Rupert H. Johnson, Jr, Franklin Advisers, Inc reported a GOODRICH PETROLEUM CORP shareholding of 3,581,913 shares (22.50% of votes) in a periodic institutional filing.
14 Dec 2021director interest notice● Neutral
GOODRICH PETROLEUM CORP director Edward J. Sondey exercised stock options for 11,042 shares and disposed of 11,042 shares.
14 Dec 2021director interest notice● Neutral
GOODRICH PETROLEUM CORP director Timothy D Leuliette exercised stock options for 11,042 shares and disposed of 11,042 shares.
14 Dec 2021director interest notice● Neutral
GOODRICH PETROLEUM CORP director Jeffrey Serota exercised stock options for 11,042 shares and disposed of 14,772 shares.
14 Dec 2021director interest notice● Neutral
GOODRICH PETROLEUM CORP EVP, Gen. Counsel, Corp. Sec'y Michael J Killelea exercised stock options for 21,106 shares and disposed of 4,103 shares.
14 Dec 2021director interest notice● Neutral
GOODRICH PETROLEUM CORP director Kenneth Adam Leight exercised stock options for 11,042 shares and disposed of 11,042 shares.
14 Dec 2021director interest notice● Neutral
GOODRICH PETROLEUM CORP director Ronald F Coleman exercised stock options for 11,042 shares and disposed of 11,042 shares.
14 Dec 2021director interest notice● Neutral
GOODRICH PETROLEUM CORP Sr. Vice President, CFO & CAO Kristen Mcwatters exercised stock options for 3,334 shares and disposed of 406 shares.
14 Dec 2021director interest notice● Neutral
GOODRICH PETROLEUM CORP director Thomas M Souers exercised stock options for 11,042 shares and disposed of 11,042 shares.
1 Dec 2021director interest notice● Neutral
Paloma Partners Vi Holdings, LLC became a GOODRICH PETROLEUM CORP 10%+ owner and company insider (initial ownership filing).
1 Dec 2021substantial holder notice● Neutral
Paloma Partners VI Holdings, LLC, Paloma VI Merger Sub, Inc, EnCap Energy Capital Fund XI, L.P, EnCap Partners GP, LLC disclosed a new substantial GOODRICH PETROLEUM CORP shareholding (48.92% of votes).
30 Nov 2021substantial holder notice● Neutral
Franklin Resources, Inc, Charles B. Johnson, Rupert H. Johnson, Jr, Franklin Advisers, Inc reported a GOODRICH PETROLEUM CORP shareholding of 3,554,958 shares (22.60% of votes) in a periodic institutional filing.
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.
23 Nov 2021substantial holder notice● Neutral
ANCHORAGE CAPITAL GROUP, L.L.C, ANCHORAGE ADVISORS MANAGEMENT, L.L.C, KEVIN M. ULRICH reported a GOODRICH PETROLEUM CORP shareholding of 1,355,022 shares (9.28% of votes) in a periodic institutional filing.
23 Nov 2021substantial holder notice● Neutral
GEN IV INVESTMENT OPPORTUNITIES, LLC, LSP GENERATION IV, LLC, LSP INVESTMENT ADVISORS, LLC reported no remaining GOODRICH PETROLEUM CORP shareholding in its periodic institutional filing.
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.