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): April 1, 2016
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) |
Registrants 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 8.01 | Other Events |
On April 1, 2016, Goodrich Petroleum Corporation (the Company) filed an amendment to extend the expiration date of its previously commenced offers to exchange (the Preferred Stock Exchange Offers) any and all of the shares of the Companys outstanding 5.375% Series B Cumulative Convertible Preferred Stock, any and all of the depositary shares representing the Companys outstanding 10.00% Series C Cumulative Preferred Stock, any and all of the depositary shares representing the Companys outstanding 9.75% Series D Cumulative Preferred Stock and any and all of the depositary shares representing the Companys outstanding 10.00% Series E Cumulative Convertible Preferred Stock for newly issued shares of the Companys common stock, par value $0.20 per share (the Common Stock).
In addition, on April 1, 2016, the Company filed an amendment to extend the expiration date of its previously commenced offers to exchange (the Unsecured Notes Exchange Offers and, together with the Preferred Stock Exchange Offers, the Exchange Offers) any and all of the Companys outstanding 8.875% Senior Notes due 2019, 3.25% Convertible Senior Notes due 2026, 5.00% Convertible Senior Notes due 2029, 5.00% Convertible Senior Notes due 2032 and 5.00% Convertible Exchange Senior Notes due 2032 for newly issued shares of Common Stock.
The Exchange Offers will now expire at 5:00 p.m., New York City time, on April 8, 2016, unless the Company extends the Exchange Offers or terminates them earlier. A copy of the related press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
Exhibit |
Description | |
99.1 | Press Release issued March 31, 2016. |
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: April 1, 2016
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 March 31, 2016. |
Exhibit 99.1
NEWS from
|
801 Louisiana, Suite 700
Houston, Texas 77002
Phone (713) 780-9494
Fax (713) 780-9254
Contact: | ||
Robert C. Turnham, President | Traded: OTC Markets (GDPM) | |
Robert T. Barker, Interim-CFO |
FOR IMMEDIATE RELEASE
GOODRICH PETROLEUM ANNOUNCES RESULTS TO DATE AND EXTENSION OF TENDER OFFER PERIOD
HOUSTON, March 31, 2016 /PRNewswire/ Goodrich Petroleum Corporation (OTC Markets: GDPM) (the Company) today announced results to date and that it is extending the expiration date of its previously announced offers to exchange newly issued shares of common stock, par value $0.20 per share (the Common Stock), for any and all of its Existing Unsecured Notes (as defined below) (the Unsecured Notes Exchange Offers) and for any and all shares of its Existing Preferred Stock (as defined below) (the Preferred Exchange Offers, and together with the Unsecured Notes Exchange Offers, the Exchange Offers). The Company has amended the expiration of the tender offers until 5:00 p.m., New York City time, on April 8, 2016 to coincide with the Special Shareholders Meeting scheduled for the same day. All of the other terms and conditions of the Exchange Offers remain unchanged. This is the final extension.
Unsecured Notes Exchange Offer Results to Date
American Stock and Transfer & Trust Company, LLC (the Exchange Agent), has advised the Company that as of 5:00 p.m., New York City time, on March 31, 2016, approximately 61% of the Existing Unsecured Notes eligible for exchange have been tendered, including all convertible notes converted to Common Stock since December 31, 2015, broken out as follows:
| $78,900,000of the 8.875% Senior Notes due 2019 (the 2019 Notes) have been validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 68% of the 2019 Notes offered for exchange; |
| $103,000 of the 3.25% Convertible Senior Notes due 2026 (the 2026 Notes) have been validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 24% of the 2026 Notes offered for exchange; |
| $2,808,000 of the 5.00% Convertible Senior Notes due 2029 (the 2029 Notes) have been validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 42% of the 2029 Notes offered for exchange; |
| $42,788,000 of the 5.00% Convertible Senior Notes due 2032 (the 2032 Notes) have been validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 45% of the 2032 Notes offered for exchange; and |
| $25,106,000 of the 5.00% Convertible Exchange Senior Notes due 2032 (the 2032 Exchange Notes and, together with the 2019 Notes, the 2026 Notes, the 2029 Notes and the 2032 Notes, the Existing Unsecured Notes) have been validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 98% of the 2032 Exchange Notes offered for exchange. |
Preferred Exchange Offer Results to Date
The Exchange Agent, has advised the Company that as of 5:00 p.m., New York City time, on March 31, 2016, approximately 42% of shares of Existing Preferred Stock eligible for exchange have been tendered, including all convertible preferred stock converted to Common Stock since December 31, 2015, broken out as follows:
| 268,015 shares of 5.375% Series B Cumulative Convertible Preferred Stock (the Series B Preferred Stock) have been validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 19% of the Series B Preferred Stock offered for exchange; |
| 1,090,025 depositary shares each representing 1/1000th of a share of the Companys 10.00% Series C Cumulative Preferred Stock (such depositary shares, the Series C Preferred Stock) have been validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 35% of the Series C Preferred Stock offered for exchange; |
| 1,189,613 depositary shares each representing 1/1000th of a share of the Companys 9.75% Series D Cumulative Preferred Stock (such depositary shares, the Series D Preferred Stock) have been validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 32% of the Series D Preferred Stock offered for exchange; and |
| 2,431,434 depositary shares each representing 1/1000th of a share of the Companys 10.00% Series E Cumulative Convertible Preferred Stock (such depositary shares, the Series E Preferred Stock and, together with the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, the Existing Preferred Stock) have been validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 68% of the Series E Preferred Stock offered for exchange. |
Holders who have already tendered their Existing Unsecured Notes or Existing Preferred Stock do not have to re-tender their notes or shares or take any other action as a result of the extension of the tender offers.
As we have previously announced, the Company has elected to exercise its right to a grace period with respect to certain interest payments due March 15, 2016 and April 1, 2016 on our 8.875% Senior Notes due 2019, 8.00% Second Lien Senior Secured Notes due 2018, 8.875% Second Lien Senior Secured Notes due 2018, 5.00% Convertible Senior Notes due 2029, 5.00% Convertible Senior Notes due 2032 and our 5.00% Convertible Exchange Senior Notes due 2032. Such grace periods permit the Company 30 days to make the interest payments before an event of default occurs under the respective indentures governing the notes. If the Exchange
Offers are unsuccessful, we are likely to seek relief under the U.S. Bankruptcy Code. In such an event, we expect that the holders of our Existing Unsecured Notes, shares of Existing Preferred Stock and shares of our Common Stock would receive little or no consideration. To this end, we have engaged Lazard, as restructuring advisor, and Vinson & Elkins L.L.P., as restructuring counsel, to begin work on a plan of reorganization.
The terms and conditions of the Exchange Offers, prior to the amendment described in this release, were set forth in the Offers to Exchange, dated January 26, 2016, each as amended and restated on February 5, 2016 (the Offers to Exchange), and the Amended and Restated Letter of Transmittals (the Letters of Transmittal), and the other related materials that the Company distributed to holders of the Existing Unsecured Notes and Existing Preferred Stock, which were filed with the Securities and Exchange Commission (SEC) as exhibits to the Schedule TOs on January 26, 2016 and February 5, 2016 (the Original Tender Offer Materials). The Original Tender Offer Materials have been amended and supplemented by Amendment No. 2 to the Schedule TOs, which were filed with the SEC on February 16, 2016, Amendment No. 3 to the Schedule TOs, which were filed with the SEC on February 25, 2016, Amendment No. 4 to the Schedule TOs, which were filed with the SEC on March 3, 2016 Amendment No. 5 to the Schedule TOs, which were filed with the SEC on March 8, 2016, Amendment No. 6 to the Schedule TOs, which were filed with the SEC on March 9, 2016, and Amendment No. 7 to the Schedule TOs, which were filed with the SEC on March 17, 2016, (collectively, the Schedule TO Amendments). The term tender offer, when used in this release, shall refer to the terms and conditions described in the Original Tender Offer Materials, as amended and supplemented by the Schedule TO Amendments and this press release.
Copies of the Offers to Exchange and Letters of Transmittal may be found on the Companys website at www.goodrichpetroleum.com and may be obtained from the Exchange Agent or the Information Agent for the Exchange Offers as follows:
| Georgeson, Inc., at 888-607-6511 (toll free) or www.georgeson.com |
| American Stock Transfer & Trust Company, LLC, at (877) 248-6417 (toll free) or (718) 921-8317 or www.americanstocktransfer.com |
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION TO BUY ANY OF THE EXISTING PREFERRED STOCK OR EXISTING UNSECURED NOTES NOR IS IT A SOLICITATION FOR ACCEPTANCE OF THE EXCHANGE OFFERS. THE COMPANY IS MAKING THE PREFERRED EXCHANGE OFFERS AND UNSECURED NOTES EXCHANGE OFFERS ONLY BY, AND PURSUANT TO THE TERMS OF, THE AMENDED AND RESTATED OFFERS TO EXCHANGE AND THE AMENDED AND RESTATED LETTERS OF TRANSMITTAL. THE PREFERRED EXCHANGE OFFERS AND UNSECURED NOTES EXCHANGE OFFERS, AS AMENDED, ARE NOT BEING MADE IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. NONE OF THE COMPANY, THE INFORMATION AGENT OR THE EXCHANGE AGENT FOR THE EXCHANGE OFFERS MAKES ANY RECOMMENDATION IN CONNECTION WITH THE EXCHANGE OFFERS. 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.
Certain statements in this news release regarding future expectations and plans for future activities may be regarded as forward looking statements. Such forward-looking statements 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 Companys Annual Report on Form 10-K for the year ended December 31, 2014 and other subsequent filings with the SEC. 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.
Goodrich Petroleum is an independent oil and gas exploration and production company listed on the OTC Markets.
SOURCE Goodrich Petroleum Corporation
Robert C. Turnham, Jr., President, +1-713-780-9494
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