Goodrich Petroleum Prices $190 Million of Convertible Notes
September 23 2009 - 12:13AM
PR Newswire (US)
HOUSTON, Sept. 23 /PRNewswire-FirstCall/ -- Goodrich Petroleum
Corporation ("the Company") (NYSE:GDP) today announced the pricing
of $190 million of 5% convertible senior notes. The offering size
was increased to $190 million in aggregate principal amount based
on market demand. The underwriters for the offering will also have
the option to purchase up to $28.5 million principal amount of
additional notes solely to cover over-allotments, if any. The notes
will pay interest semi-annually at a rate of 5% per annum. Holders
of the notes may elect to convert their notes under certain
circumstances. Upon conversion, the Company will deliver to such
converting holders either shares of the Company's common stock, or
a combination of cash and shares, at its election. The initial
conversion rate will be 28.8534 shares of the Company's common
stock per $1,000 principal amount of notes (equivalent to an
initial conversion price of approximately $34.6580 per share of
common stock), subject to adjustment in certain circumstances. The
initial conversion price represents a premium of 30% over the last
reported sales price of the Company's common stock of $26.66 per
share. The Company intends to use a portion of the net proceeds of
approximately $183.525 million from the offering to repay its $75
million second lien term loan and all amounts outstanding under its
senior credit facility. The remainder of the net proceeds will be
used for general corporate purposes. If the underwriters exercise
their over-allotment option to purchase additional notes, the
Company will use the proceeds from such sale of additional notes
for general corporate purposes. J.P. Morgan Securities Inc. is
acting as sole book-running manager for the offering. Jefferies
& Company, Inc. is acting as joint lead manager. In addition,
Howard Weil Incorporated, Johnson Rice & Company L.L.C.,
Raymond James & Associates, Inc., Tudor, Pickering, Holt &
Co. Securities Inc., BBVA Securities Inc., BMO Capital Markets
Corp., BNP Paribas Securities Corp., Wells Fargo Securities, LLC,
Capital One Southcoast, Inc., Macquarie Capital (USA) Inc.,
Pritchard Capital Partners, LLC, Simmons & Company
International, RBC Capital Markets Corporation, SMH Capital Inc.,
and SunTrust Robinson Humphrey, Inc. are co-managing underwriters
for the offering. This communication does not constitute an offer
to sell or the solicitation of an offer to buy any notes in any
jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. The Company has filed a
registration statement (including Preliminary Prospectus Supplement
dated September 22, 2009 and an accompanying Prospectus dated June
2, 2008) with the Securities and Exchange Commission, or SEC, for
the offering to which this communication relates. Before you
invest, you should read the relevant Preliminary Prospectus
Supplement, the accompanying Prospectus and the other documents the
Company has filed with the SEC for more complete information about
the Company and the offering. You may get these documents for free
by visiting EDGAR on the SEC web site at http://www.sec.gov/.
Alternatively, copies may be obtained from J.P. Morgan Securities
Inc., National Statement Processing, Prospectus Library, 4 Chase
Metrotech Center, CS Level, Brooklyn, NY 11245, call toll-free
1-866-430-0686. This communication should be read in conjunction
with the Preliminary Prospectus Supplement and the accompanying
Prospectus. The information in this communication supersedes the
information in the Preliminary Prospectus Supplement and the
accompanying Prospectus to the extent inconsistent with the
information in the Preliminary Prospectus Supplement and the
accompanying Prospectus. 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
the 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, planned capital
expenditures, the market prices of oil and gas, operating hazards,
drilling risks, legislative and regulatory changes, 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 preliminary prospectus supplement, the
Company's Annual Report on Form 10-K for the year ended December
31, 2008, Quarterly Report on Form 10-Q for quarter ended June 30,
2009 and those set forth from time to time in the Company's 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
Corporation is an independent oil and gas company engaged in the
exploration, exploitation, development and production of oil and
natural gas properties primarily in East Texas and Northwest
Louisiana. DATASOURCE: Goodrich Petroleum Corporation CONTACT:
Robert C. Turnham, Jr., President, or David R. Looney, Chief
Financial Officer, both of Goodrich Petroleum Corporation,
+1-713-780-9494, fax, +1-713-780-9254 Web Site:
http://www.goodrichpetroleum.com/
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