HOUSTON, Nov. 22, 2021 /PRNewswire/ -- Goodrich
Petroleum Corporation (NYSE American: GDP) ("Goodrich" or the "Company") today announced
that it has entered into a definitive merger agreement pursuant to
which a subsidiary of Paloma Partners VI Holdings, LLC ("Paloma"
and such subsidiary, "Merger Sub"), an affiliate of EnCap Energy
Capital Fund XI L.P. ("EnCap"), will commence a tender offer to
acquire all of Goodrich's
outstanding common shares for $23.00
per share in cash.
The offer price in the transaction, which has been unanimously
approved by Goodrich's Board of
Directors, represents an approximate 7 percent premium to
Goodrich's closing price on
November 19, 2021, and a 47 percent
premium to its year-to-date volume-weighted average price.
Transaction Structure
Certain stockholders of Goodrich have entered into tender and support
agreements pursuant to which those stockholders have agreed to
tender their Goodrich shares
pursuant to the tender offer. The supporting stockholders and
Paloma own, after giving effect to conversion of certain
convertible notes, a majority of the outstanding shares of Goodrich
common stock. Accordingly, the tender offer is expected to be
completed successfully and followed promptly by a second-step
merger pursuant to which any remaining shares will be converted
into the right to receive the price paid in the tender offer.
Goodrich intends to file a
Schedule 14D-9 following the commencement of the tender offer,
which will include the unanimous recommendation by its Board of
Directors that Goodrich's
stockholders tender their shares in the offer.
Closing; Financing
The tender offer will be subject to customary conditions,
including the tender of a majority of the outstanding Goodrich shares pursuant to the offer, and is
expected to close in December 2021.
The transaction is not subject to a financing condition. Paloma has
secured from EnCap equity financing commitments for the entire
acquisition, including assumption of debt, to complete the
transaction.
Upon the completion of the transaction, Goodrich will become a privately held company
and shares of Goodrich common stock will no longer be listed on any
public market.
Advisors
Tudor, Pickering, Holt & Co. is serving as financial advisor
to Goodrich and Vinson &
Elkins L.L.P. is serving as Goodrich's legal advisor. Greenhill & Co.
is serving as financial advisor to Paloma and Hunton Andrews Kurth
LLP is serving as Paloma's legal advisor.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This communication includes forward-looking statements which
reflect management's current views and estimates regarding the
ability of the parties to complete the proposed transaction and the
expected timing of completion of the proposed transaction, among
other matters. The words "anticipate," "assume," "believe,"
"continue," "could," "estimate," "expect," "forecast," "future,"
"guidance," "imply," "intend," "may," "outlook," "plan,"
"potential," "predict," "project," and similar terms and phrases
are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. The
Company cannot assure investors that future developments affecting
the Company will be those that it has anticipated. Actual results
may differ materially from these expectations due to uncertainties
related to the timing and expected financing of the tender offer
and the merger; uncertainty surrounding how many of Goodrich's stockholders will tender their
shares in the tender offer; the possibility that any or all of the
various conditions to the consummation of the tender offer may not
be satisfied or waived in a timely manner, if at all; the
possibility of business disruptions due to transaction-related
uncertainties; the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger
agreement; and other risks and uncertainties including those
identified under the heading "Risk Factors" in the Company's most
recent Annual Report on Form 10-K and Quarterly Reports on Form
10-Q, each of which are filed with the Securities and Exchange
Commission ("SEC") and available at www.sec.gov, and other filings
that the Company may make with the SEC in the future. If one or
more of these risks or uncertainties materialize, or if any of the
Company's assumptions prove incorrect, the Company's actual results
may vary in material respects from those projected in these
forward-looking statements.
Any forward-looking statement made by the Company in this news
release speaks only as of the date hereof. Factors or events that
could cause the Company's actual results to differ may emerge from
time to time, and it is not possible for the Company to predict all
of them. The Company does not undertake and specifically disclaims
any obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as may be required by any
applicable securities laws.
IMPORTANT INFORMATION
The tender offer for the outstanding shares of Goodrich common
stock has not yet commenced. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares of Goodrich common stock.
The solicitation and offer to buy shares of Goodrich common stock
will only be made pursuant to the tender offer materials that
Merger Sub intends to file with the SEC. Merger Sub is beneficially
owned by Paloma, an affiliate of EnCap. At the time the tender
offer is commenced, Merger Sub will file a tender offer statement
on Schedule TO with the SEC, and Goodrich will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. GOODRICH STOCKHOLDERS ARE ADVISED TO READ THE
SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS
EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER
OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES THERETO. Both the tender offer
statement and the solicitation/recommendation statement will be
mailed to Goodrich's stockholders
free of charge. Stockholders may obtain free copies of the Schedule
TO and Schedule 14D-9, as each may be amended or supplemented from
time to time, and other documents filed by the parties (when
available) at the SEC's web site at www.sec.gov, by contacting
Goodrich either by telephone at
832-255-1300, e-mail at investorrelations@goodrichpetroleum.com or
on Goodrich's website at
www.goodrichpetroleum.com.
About Goodrich Petroleum Corporation
Goodrich Petroleum Corporation is an independent exploration and
production company engaged in the exploitation, development and
production of natural gas and crude oil primarily in the
Haynesville Shale in North
Louisiana and East Texas,
the Tuscaloosa Marine Shale in Eastern
Louisiana and Southwestern
Mississippi and the Eagle Ford Shale trend in South Texas. Due to the current oil price
environment, Goodrich is
concentrating the vast majority of its exploitation and development
efforts on natural gas on its existing leased acreage in the core
of the Haynesville Shale in North
Louisiana. Goodrich Petroleum Corporation is publicly traded
and listed on the NYSE American under the symbol GDP.
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SOURCE Goodrich Petroleum Corporation
