HOUSTON, Sept. 1, 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 $55
million in an aggregate original principal amount of its
outstanding 5.00% Convertible Senior Notes due 2032 (the "Existing
Notes") in exchange for its issuance of a new series of 5.00%
Convertible Exchange Senior Notes due 2032 (the "New Notes") in an
aggregate original principal amount of $27.5
million. Following these transactions, approximately
$111 million in an aggregate original
principal amount of the Existing Notes will remain outstanding with
terms unchanged. The exchange is expected to close on
September 8, 2015, subject to
customary closing conditions.
Many terms of the New Notes will remain the same as the Existing
Notes they replace, including the 5.0% annual cash interest rate
and the final maturity date of October 1,
2032.
Like the Existing Notes, the principal amount of the New Notes
will accrete at a rate of 2% per year from August 28, 2013, compounding on a semi-annual
basis, until October 1, 2018. The
accreted portion of the principal is payable in cash upon maturity
but does not bear cash interest and is not convertible into the
Company's common stock. Holders have the option to require the
Company to purchase any outstanding New Notes on each of
October 1, 2018, October 1, 2022 and October 1, 2027, at a price equal to 100% of the
accreted principal amount thereof, plus accrued and unpaid interest
on the original principal amount thereof. Accretion of principal
will be reflected as a non-cash component of interest expense on
the Company's statement of income during the term of the New
Notes.
The Company has the right to redeem the New Notes on or after
October 1, 2017, at a price equal to
100% of the accreted principal amount thereof, plus accrued but
unpaid interest on the original principal amount thereof. The
New Notes also provide the Company with the option, at its
election, to convert the New Notes in whole or in part, prior to
maturity, into the underlying common stock, provided the trading
price of the Company's common stock exceeds $2.50 (or 125% of the then applicable conversion
price) for the required measurement period. If the Company elects
to convert the New Notes on or before October 1, 2018, holders will receive a
make-whole premium equal to (i) $100
per $1,000 face amount of such New
Notes if the conversion occurs prior to October 1, 2017 or (ii) $100 per $1,000
face amount of such New Notes less an amount equal to 0.2778
multiplied by the number of days between September 30, 2017 and the conversion date, if
the conversion occurs on or after October 1,
2017.
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 Notes and the
shares of the Company's common stock issuable upon conversion of
the New Notes will not 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 may be regarded as
"forward looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. 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.
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SOURCE Goodrich Petroleum Corporation