-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CxhEQthq9Gx373SHFmzbTynwiQ7D9IJYInrNfrJ8pVZ+aAzF0hyEAUYK1TiwWw8E PX5/ujd38MmgNZOQHqco9g== 0000950134-06-022476.txt : 20061201 0000950134-06-022476.hdr.sgml : 20061201 20061201125823 ACCESSION NUMBER: 0000950134-06-022476 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061130 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061201 DATE AS OF CHANGE: 20061201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH PETROLEUM CORP CENTRAL INDEX KEY: 0000943861 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760466193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12719 FILM NUMBER: 061250394 BUSINESS ADDRESS: STREET 1: 808 TRAVIS STREET 2: SUITE 1320 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7137809494 MAIL ADDRESS: STREET 1: 808 TRAVIS STREET 2: SUITE 1320 CITY: HOUSTON STATE: TX ZIP: 77002 8-K 1 h41783e8vk.htm FORM 8-K e8vk
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 1. 2006 (November 30, 2006)
Date of Report (Date of earliest event reported)
GOODRICH PETROLEUM CORPORATION
(Exact name of Registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation) 		  001-7940
(Commission
File Number) 		  76-0466193
(IRS Employer
Identification Number)
808 Travis Street, Suite 1320
Houston, Texas 77002
(Address of principal executive offices)
(713) 780-9494
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

TABLE OF CONTENTS

Item 8.01 Other Events.
Item 9.01. Financial Statements and Other Exhibits
SIGNATURES
Press Release
Press Release

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Item 8.01 Other Events.
     On November 30, 2006, Goodrich Petroleum Corporation (the “Company”) issued a press release pursuant to Rule 135c of the Securities Act of 1933 to announce the sale of $125,000,000 aggregate principal amount of its Convertible Senior Notes due 2026 (the “Notes”) to the initial purchaser of the Notes. The Notes will be resold to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Act”). The Company also has granted the initial purchaser a 13-day option to purchase up to an additional $50,000,000 aggregate principal amount of the Notes.
     The press release is attached hereto as Exhibits 99.1.
     On December 1, 2006, the Company announced the pricing of its previously announced sale of the Notes, that were privately offered within the United States to qualified institutional buyers pursuant to Rule 144A under the Act.
     The press release is attached hereto as Exhibits 99.2.
Item 9.01. Financial Statements and Other Exhibits
     (c) Exhibits
     
Exhibit No.   Description
 
    
99.1
  Press release issued November 30, 2006.
 
    
99.2
  Press release issued December 1, 2006.

 

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  GOODRICH PETROLEUM CORPORATION
(Registrant)
 		  
  /s/ David R. Looney    
  David R. Looney   
  Executive Vice President & Chief Financial Officer   
 
Dated: December 1, 2006

 

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EXHIBIT INDEX
     
Exhibit No.   Description
 
    
99.1
  Press release issued November 30, 2006.
 
    
99.2
  Press release issued December 1, 2006.

 

EX-99.1 2 h41783exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
NEWS from

808 Travis, Suite 1320
Houston, Texas 77002
(713) 780-9494
fax (713) 780-9254
Contact:    
Robert C. Turnham, Jr., President
David R. Looney, Chief Financial Officer 		  Traded: NYSE (GDP)
FOR IMMEDIATE RELEASE
Goodrich Petroleum Announces
Private Offering of $125 Million of Convertible Senior Notes
Houston, Texas — November 30, 2006 Goodrich Petroleum Corporation (NYSE: GDP) announced that it is intends to offer up to $125 million of convertible senior notes to qualified institutional buyers eligible under Rule 144A of the Securities Act. The Company also expects to grant a 13-day option to the initial purchasers of the convertible notes to purchase up to an additional $50 million aggregate principal amount of the convertible senior notes.
The notes will be convertible, based upon a base conversion rate, into either, at Goodrich’s election: (i) shares of Goodrich common stock or (ii) cash up to their principal amount and shares of its common stock in respect of the remainder, if any, of the conversion value in excess of the principal amount. If the applicable stock price of Goodrich common stock at the time of conversion exceeds the base conversion price of the notes, the applicable conversion rate will be increased pursuant to a specified formula. The interest rate, base conversion rate, base conversion price and other terms of the notes will be determined at the time of the pricing of the offering. The notes will be senior, unsecured obligations, ranking pari passu with all existing and future senior unsecured indebtedness of Goodrich.
Goodrich intends to use a portion of the net proceeds of the offering to pay off completely its $50 million second lien term loan, and the remainder of the proceeds to repay indebtedness outstanding under its bank revolving credit facility.
The convertible senior notes have not been registered under the Securities Act of 1933 or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful.
Certain statements in this news release regarding future expectations and plans for future activities, including the intention to enter into the offering and the use of proceeds of the offering, may be regarded as “forward looking statements” within the meaning of the Securities Litigation Reform Act. They are subject to various risks, such as financial market conditions, as well as other risks discussed in detail in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.

 

EX-99.2 3 h41783exv99w2.htm PRESS RELEASE exv99w2
 

Exhibit 99.2
NEWS from
808 Travis, Suite 1320
Houston, Texas 77002
(713) 780-9494
fax (713) 780-9254
Contact:    
Robert C. Turnham, Jr., President
David R. Looney, Chief Financial Officer 		  Traded: NYSE (GDP)
FOR IMMEDIATE RELEASE
Goodrich Petroleum Prices Offering of $125 Million of 3.25 % Convertible Senior Notes
Houston, Texas — December 1, 2006 Goodrich Petroleum Corporation (NYSE: GDP) announced that it has priced an offering of $125 million of convertible senior notes due 2026. The convertible senior notes are being reoffered to qualified institutional buyers eligible under Rule 144A of the Securities Act. The Company has also granted a 13-day option to the initial purchasers of the convertible notes to purchase up to an additional $50 million aggregate principal amount of the convertible senior notes.
Goodrich intends to use net proceeds of the offering to pay off completely its $50 million second lien term loan, and the remainder of the proceeds to repay indebtedness outstanding under its bank revolving credit facility.
The notes will initially bear interest at a fixed rate of 3.25% per year. The notes will also bear contingent interest if the trading price of the notes reaches a specified level after December 1, 2011. Holders of the notes may, under certain circumstances at their option, convert the notes based on a base conversion rate of 15.1653 shares of common stock per $1,000 principal amount of notes, which is equivalent to a base conversion price of approximately $65.94 per share of common stock, which price represents a 50% premium above the closing price of the Company’s stock on November 30, 2006. In addition, if at the time of conversion the applicable price of Goodrich Petroleum’s common stock exceeds the base conversion price, holders will receive up to an additional 2.6762 shares of Goodrich Petroleum’s common stock per $1,000 principal amount of notes, as determined pursuant to a specified formula. Upon conversion, Goodrich may elect to deliver the conversion value to holders in shares of common stock or a combination of cash, up to the principal amount of the notes to be converted, and stock for the remainder of the conversion value. The applicable conversion rate will be subject to customary adjustments in certain circumstances.

 

 

On or after December 1, 2011, Goodrich may redeem for cash all or a portion of the notes at a redemption price of 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest to, but not including, the redemption date. Subject to certain conditions, holders may require Goodrich to purchase all or a portion of their notes on each of December 1, 2011, December 1, 2016 and December 1, 2021. In addition, if Goodrich experiences specified types of corporate transactions, holders may require Goodrich to purchase all or a portion of their notes. Any repurchase of the notes pursuant to these provisions will be for cash at a price equal to 100% of the principal amount of the notes to be purchased plus accrued and unpaid interest to the date of repurchase.
Closing of the private offering is expected to occur on December 6, 2006 and will be subject to satisfaction of various customary closing conditions.
The convertible senior notes have not been registered under the Securities Act of 1933 or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful.
Certain statements in this news release regarding future expectations and plans for future activities, including the closing of the offering and the use of proceeds of the offering, may be regarded as “forward looking statements” within the meaning of the Securities Litigation Reform Act. They are subject to various risks, such as financial market conditions, as well as other risks discussed in detail in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.

 

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