Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
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.
