UNITED STATES
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
Date of Report (Date of earliest event reported): September 24, 2015
GOODRICH PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-12719 | 76-0466193 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 801 Louisiana, Suite 700 Houston, Texas |
77002 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (713) 780-9494
N/A
(Former name or former address, if changed since last report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On September 24, 2015, Goodrich Petroleum Corporation (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with Franklin Advisers, Inc., as investment manager on behalf of certain funds and accounts (“Franklin”), under which it will retire, effective October 1, 2015, $76.5 million in aggregate original principal amount of its outstanding 8.875% Senior Notes due 2019 (the “Existing Notes”) in exchange for 38,250 units (the “Units”), each consisting of $1,000 aggregate principal amount of the Company’s 8.875% Second Lien Senior Secured Notes due 2018 (the “New Notes) and one warrant (the “Warrants”) to purchase approximately 156.9 shares of the Company’s common stock, par value $0.20 per share (the “Unit Exchange”).
Under the terms of the Exchange Agreement, within 90 days of a written request by Franklin, the Company will file a registration statement with the Securities and Exchange Commission (“SEC”) relating to the registration of the New Notes, Warrants and/or the shares of the Company’s common stock underlying the Warrants under the Securities Act of 1933, as amended (the “Securities Act”). The Company will use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable, and in any case within one year of the date of Franklin’s written request.
Further, on September 24, 2015, the Company entered into separate, privately negotiated exchange agreements with certain note holders under which it will retire, effective October 1, 2015, approximately $81.7 million in aggregate original principal amount of the Existing Notes in exchange for its issuance of New Notes in an aggregate original principal amount of approximately $36.8 million (the “Note Exchange” and, together with the Unit Exchange, the “Exchange Transactions”).
The New Notes are the Company’s senior secured obligations and rank equally in right of payment with all of the Company’s other existing and future senior indebtedness. The New Notes are effectively subordinated to all of the Company’s first lien secured indebtedness to the extent of the value of the assets collateralizing such indebtedness. The New Notes are guaranteed by the Company’s subsidiary, Goodrich Petroleum Company, L.L.C.
Following the Exchange Transactions, there will be a total of approximately $116.8 million aggregate original principal amount of Existing Notes remaining outstanding and approximately $75.0 million in aggregate original principal amount of New Notes outstanding. The Exchange Transactions are expected to close on October 1, 2015, subject to customary closing conditions.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information set forth above under Item 1.01 in this Current Report is hereby incorporated by reference into this Item 3.02. The Warrants and the shares of common stock issuable upon exercise of the Warrants were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act.
| Item 7.01 | Regulation FD Disclosure |
On September 25, 2015, the Company issued a press release announcing the Exchange Transactions. A copy of this press release is furnish herewith as Exhibit 99.1 and incorporated herein by reference.
The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act unless specifically identified therein as being incorporated therein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release issued September 25, 2015 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 30, 2015
| GOODRICH PETROLEUM CORPORATION | ||
| By: | /s/ Michael J. Killelea | |
| Michael J. Killelea | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release issued September 25, 2015 | |
Exhibit 99.1
Goodrich Petroleum Announces Private Exchange Transactions for Senior Unsecured Notes and Expected Amendment to its Second Amended and Restated Credit Agreement
Sep 25, 2015
HOUSTON, Sept. 25, 2015 /PRNewswire/ — Goodrich Petroleum Corporation (NYSE: GDP) (the “Company”) today announced that it has entered into separate, privately negotiated exchange agreements under which it will retire approximately $158.2 million in an aggregate original principal amount of its outstanding 8.875% Senior Notes due 2019 (the “Existing Notes”) in exchange for its issuance of $75 million in an aggregate original principal amount of its 8.875% Second Lien Senior Secured Notes due 2018 (the “New Second Lien Notes”). In addition, certain holders of the Existing Notes who exchange into the New Second Lien Notes will receive warrants (the “Warrants”) to acquire 6 million shares of the Company’s common stock at an exercise price of $1.00 per share, which are exercisable on a cashless basis. Following these transactions, approximately $116.8 million in an aggregate original principal amount of the Existing Notes will remain outstanding with terms unchanged. The exchange is expected to close on October 1, 2015, subject to customary closing conditions. In conjunction with the exchange, the Company expects, subject to customary closing conditions, to enter into new amendments to its Second Amended and Restated Credit Agreement and its existing 8.00% Second Lien Senior Secured Notes due 2018 to allow for the contemplated transaction and to further allow for the ability for the Company to incur a new Third Lien debt basket to be used for additional exchanges of Existing Notes in an amount up to $50 million. The Company also expects that its borrowing base under its Second Amended and Restated Credit Agreement will be reduced from $105 million to $75 million in connection with such new amendment. As a result of these exchange transactions, the Company has reduced its outstanding indebtedness by approximately $83.2 million, which will reduce annual interest expense going forward by $7.4 million.
Many terms of the New Second Lien Notes are the same as the Company’s current 8.00% Second Lien Senior Secured Notes due 2018 including the ranking, security and final maturity of the New Second Lien Notes. The Company has the right to redeem the New Second Lien Notes on or after March 15, 2017, at a price equal to 100% of the principal amount thereof, plus accrued but unpaid interest on the original principal amount thereof
Under the terms of the Warrant Agreement, the Second Lien Notes and the Warrants will not be separately transferable for 60 days. At such time, the Warrants will become convertible on a cashless basis based on an exercise price of $1.00, as set forth in the Warrant Agreement. Any Warrants not exercised in ten years will expire.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The New Second Lien Notes, the Warrants and the shares of the Company’s common stock issuable upon conversion of the Warrants will not initially be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from registration requirements.
Certain statements in this news release regarding future expectations and plans for future activities, including but not limited to the Company’s plan to enter into new amendments to its Second Amended and Restated Credit Agreement and its existing 8.00% Second Lien Senior Secured Notes
due 2018, may be regarded as “forward looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. They are subject to various risks, such as financial market conditions, changes in commodities prices and costs of drilling and completion, operating hazards, drilling risks, and the inherent uncertainties in interpreting engineering data relating to underground accumulations of oil and gas, as well as other risks discussed in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and other subsequent 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. Except as required by law, the Company expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events or otherwise.
Goodrich Petroleum is an independent oil and gas exploration and production company listed on the New York Stock Exchange.
SOURCE Goodrich Petroleum Corporation
For further information: Robert C. Turnham, Jr., President, +1-713-780-9494