CUSIP NO. 382410843 Page 1 of 13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
GOODRICH PETROLEUM CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
382410843
(CUSIP Number)
Lori A. Weber
Assistant Secretary
Franklin Resources, Inc.
300 Southeast 2nd Street
Fort Lauderdale, FL, US 33301
800‑632‑2350
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 21, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the
subject of this Schedule 13D, and is filing this schedule because of §§240.13d‑1I, 240.13d‑1(f) or
240.13d‑1(g), check the following box.[ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d‑7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the
purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes hereto).
CUSIP NO. 382410843 Page 2 of 13
1. NAMES OF REPORTING PERSONS.
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,554,9581
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%2
14. TYPE OF REPORTING PERSON
HC, CO (See Item 5)
1 Includes 1,320,963 shares of Common Stock issuable on conversion of convertible notes (as computed under Rule
13d‑3(d)(1)(i)).
2 Calculation is based on 14,389,191 shares outstanding on November 5, 2021, as reported by the Issuer in its Form
10-Q, filed on November 8, 2021, plus the 1,320,963 shares of Common Stock issuable upon conversion of convertible notes,
which have been added to the total shares outstanding in accordance with Rule 13d-3(d)(3) under the Act.
CUSIP NO. 382410843 Page 3 of 13
1. NAMES OF REPORTING PERSONS.
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,554,958
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
14. TYPE OF REPORTING PERSON
HC,IN (See Item 5)
CUSIP NO. 382410843 Page 4 of 13
1. NAMES OF REPORTING PERSONS.
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
(See Item 5)
8. SHARED VOTING POWER
(See Item 5)
9. SOLE DISPOSITIVE POWER
(See Item 5)
10. SHARED DISPOSITIVE POWER
(See Item 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,554,958
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
14. TYPE OF REPORTING PERSON
HC,IN (See Item 5)
CUSIP NO. 382410843 Page 5 of 13
1. NAMES OF REPORTING PERSONS.
Franklin Advisers, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO, WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2I[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
3,554,958
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
3,554,958
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,554,958
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.6%
14. TYPE OF REPORTING PERSON
IA,CO (See Item 5)
CUSIP NO. 382410843 Page 6 of 13
This Amendment No. 13 to the Statement on Schedule 13D amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on October 24, 2016, as previously amended on January 10, 2017, March 3, 2017, June 2, 2017, September 28, 2017, November 16, 2017, January 5, 2018, February 15, 2018, February 23, 2018, March 23, 2018, January 25, 2019, June 13, 2019 and on March 17, 2021 which relates to shares of Common Stock, par value $0.01 per share (the “Shares”), of GOODRICH PETROLEUM CORPORATION, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 801 Louisiana St., Suite 700, Houston, Texas, 77002.
Except as provided herein, this Amendment No. 13 to Schedule 13D does not modify any of the information previously reported on such Schedule 13D, including any amendment thereto. The information herein is provided and is correct as of November 30, 2021. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in such Schedule 13D as originally filed.
Item 4. Purpose of Transaction
The following paragraph is added to Item 4:
On November 21, 2021, the Issuer entered into an Agreement and Plan of Merger (“Merger Agreement”) with Paloma Partners VI Holdings, LLC (“Parent”), and Paloma VI Merger Sub, Inc., which is a wholly-owned subsidiary of Parent (“Merger Sub”), whereby, among other things, Merger Sub would commence a tender offer to acquire all of the Issuer’s outstanding Shares for $23.00 per Share in cash (the “Tender Offer”). The Merger Agreement and the Tender Offer were unanimously approved by the Issuer’s board of directors. The Tender Offer is subject to customary conditions, including the tender of a majority of the outstanding Shares.
Also on November 21, 2021, in connection with the execution of the Merger Agreement, Franklin Advisers, Inc. as investment manager on behalf of certain funds and accounts (“FAV”), entered into a Tender and Support Agreement (the “Support Agreement”) with Parent, Merger Sub and, solely with respect to certain provisions thereunder, the Issuer. Pursuant to the Support Agreement, FAV has agreed, among other things, to (i) validly tender or cause to be validly tendered pursuant to and in accordance with the Tender Offer all Shares that may be beneficially owned by FAV and not to withdraw or cause to be withdrawn any such Shares from the Tender Offer unless and until the Support Agreement is terminated, and (ii) not vote any Shares that may be beneficially owned by FAV in favor or, and will vote against or not consent to, any acquisition proposal other than the Merger and related transactions, or that could impede, interfere with, prevent or delay the consummation of the Merger or the related transactions. Pursuant to the Support Agreement, FAV granted an irrevocable proxy to Parent for voting the Shares that may be beneficiary owned by FAV in connection with the Merger and related transactions. FAV further agreed not to transfer any Shares subject to the Support Agreement, other than with the prior written consent of Parent or the Issuer, subject to certain limited exceptions.
The Support Agreement will automatically terminate upon the earliest to occur of (i) the mutual written agreement of Parent and FAV, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) the effective time of the Merger, (iv) the occurrence of an Adverse Recommendation Change (as defined in the Merger Agreement) in compliance with the provisions of the Merger Agreement, and (v) the date of any amendment to the Merger Agreement that reduces or changes the amount or form of consideration payable in the Tender Offer or the Merger.
The description and summary of the Support Agreement set forth above in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, which is incorporated by reference as Exhibit E to
this Schedule 13D and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety to read as follows:
((a-b)FAV is a wholly-owned subsidiary of Franklin Resources, Inc. ("FRI"). FAV may be deemed to beneficially own the Securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"), in its capacity as the investment adviser to the Funds pursuant to investment management contracts that grant investment and/or voting power to FAV. When an investment management contract (including a sub-advisory agreement) delegates to FAV investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats FAV as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, FAV, as an investment management subsidiary, reports on Schedule 13D that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement.
Beneficial ownership by FRI, FAV and their affiliates is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and
investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FRI’s affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release (“FRI
Disaggregated Affiliates”) are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries of FRI other than FRI Disaggregated Affiliates are collectively, “FRI
Aggregated Affiliates”). Furthermore, internal policies and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand, FRI establish informational barriers that prevent the flow among, on the one hand, FRI Disaggregated Affiliates
(including preventing the flow between such entities), and, on the other hand, the FRI Aggregated Affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients.
Consequently, FRI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FRI Aggregated Affiliates for purposes of Section 13 of the Act.
CUSIP NO. 382410843 Page 7 of 13
Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in excess of 10% of FRI’s outstanding common stock and are the principal stockholders of FRI. FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d‑3 under the Act, the beneficial owners of securities held by persons and entities for whom or for which FRI’s subsidiaries provide investment management services. The number of shares that may be deemed to be beneficially owned and the percentage of the class of which such shares are a part are reported in Items 11 and 13 of the cover pages for FRI and each of the Principal Shareholders. Items 11 and 13 of the cover pages for FAV, FRI and each of the Principal Shareholders are incorporated herein by reference. FRI, the Principal Shareholders and FAV disclaim any pecuniary interest in any of the Securities. In addition, the filing of the Schedule 13D on behalf of the Principal Shareholders, FRI and FAV should not be construed as an admission that any of them is, and each disclaims that it is, the beneficial owner, as defined in Rule 13d 3, of any of the Securities.
FRI, the Principal Shareholders and FAV believe that they are not a “group” within the meaning of Rule 13d 5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Securities held by any of them or by any persons or entities for whom or for which FAV provides investment management services
The number of Shares as to which each reporting person on this Schedule 13D has:
(i)Sole power to vote or to direct the vote of the Shares:
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisers, Inc.: 3,554,958
(ii) Shared power to vote or to direct the vote of the Shares: 0
(iii) Sole power to dispose or to direct the disposition of the Shares:
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisers, Inc. 3,554,958
(iv) Shared power to dispose or to direct the disposition of the Shares: 0
(c) None, other than that on October 15, 2021 FAV received in a payment in kind interest distribution an additional 920,036 convertible notes of the Issuer, convertible into 43,127 additional Shares.
(d)
Franklin High Income Fund, a series of Franklin High Income Trust, an investment company registered under the Investment Company Act of 1940, has an interest in 2,356,174 shares (which includes 791,289 Shares
issuable on conversion of convertible notes), or 15.0%, and the Franklin High Yield Fund, a sub-fund of Franklin Templeton Investment Funds, a Luxembourg Registered SICAV has an interest in 881,132 shares
(which includes 304,613 Shares issuable on conversion of convertible notes), or 5.6% of class of securities reported herein.
(e) Not applicable
CUSIP NO. 382410843 Page 8 of 13
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The response to Item 4 of this Amendment No. 13 is incorporated herein.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Principal Executive Officers and Directors of FRI
Exhibit B: Limited Powers of Attorney for Section 13 Reporting Obligations
Exhibit C: Exchange Agreement incorporated by reference from Exhibit E to that certain Amendment No. 1 to Schedule 13D filed by Anchorage on March 11, 2021
Exhibit D: Registration Rights Agreement incorporated by reference from Exhibit F to that certain Amendment No. 1 to Schedule 13D filed by Anchorage on March 11, 2021
Exhibit E: Tender and Support Agreement incorporated by reference from Exhibit 10.3 to that certain Form 8-K filed by the Issuer on November 23, 2021
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: November 30, 2021
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin High Income Trust on behalf of
Franklin High Income Fund
Franklin Templeton Investment Funds on behalf of
Franklin High Yield Fund
By: /s/LORI A. WEBER
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Lori A. Weber
Assistant Secretary of Franklin Resources, Inc.
Attorney‑in‑Fact for Charles B. Johnson
Attorney‑in‑Fact for Rupert H. Johnson, Jr.
Vice President and Co-Secretary of Franklin High Income Trust
Attorney-in-Fact for Franklin Templeton Investment Funds pursuant to
Power of Attorney attached to this Schedule 13D
Franklin Advisers, Inc.
By: /s/VIRGINIA E. ROSAS
‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑
Virginia E. Rosas
Secretary of Franklin Advisers, Inc.
CUSIP NO. 382410843 Page 9 of 13
EXHIBIT A
PRINCIPAL EXECUTIVE OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS OF REPORTING PERSONS
Except where otherwise noted, each of the individuals named below is a citizen of the
United States with a principal business address as indicated below.
|
Name
|
Principal Occupation
|
Residence or Business Address
|
|
Gregory E. Johnson
|
Executive Chairman and Chairman of the Board, and a Director, FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Rupert H. Johnson, Jr
|
Vice Chairman, a Director and a Principal Stockholder, FRI
Director, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Jennifer M. Johnson
|
President, Chief Executive Officer and Director, FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Matthew Nicholls
|
Executive Vice President and Chief Financial Officer, FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Craig S. Tyle
|
Executive Vice President and General Counsel, FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Jed A. Plafker
|
Executive Vice President, FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Alok Sethi
|
Executive Vice President, Technology and Operations, FRI
Citizen of India
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Adam B. Spector
|
Executive Vice President, Global Advisory Services, FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Gwen L. Shaneyfelt
|
Chief Accounting Officer, FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Mariann Byerwalter
|
Director, FRI; Chairman Emeritus of the Board, SRI International; Chairman, JDN Corporate Advisory, LLC
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Alexander S. Friedman
|
Director, FRI; Co-Founder and Chief Executive Officer, Novata Inc.
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
John Y. Kim
|
Director, FRI; Founder and Managing Partner, Brewer Lane Ventures LLC; Director/Trustee, Eversource Energy
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Anthony J. Noto
|
Director, FRI; Chief Executive Officer and Director, SoFi Technologies, Inc.
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
John W. Thiel
|
Director FRI; Partner and Senior Advisor, MyNextSeason
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Seth H. Waugh
|
Director, FRI; Chief Executive Officer, The PGA of America; Non-Executive Chairman, Alex Brown, a division of Raymond James; Director, Yext, Inc.
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Geoffrey Y. Yang
|
Director, FRI; Managing Director and Founding Partner, Redpoint Ventures; Director, AT&T Inc. and Liberty Media Acquisition Corporation
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
CUSIP NO. 382410843 Page 10 of 13
|
|
Principal Occupation
|
Residence or Business Address
|
|
Charles B. Johnson
|
Principal Stockholder, FRI
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Edward D. Perks
|
President, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Lindsay Oshita
|
Chief Financial Officer, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Craig S. Tyle
|
Chief Legal Officer, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Breda M. Beckerle
|
Chief Compliance Officer, FAV
|
Franklin Resources, Inc.
280 Park Avenue
New York, NY 10017
|
|
Michael P. McCarthy
|
Executive Vice President and Chief Investment Officer, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Roger A. Bayston
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Desai, Sonal
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Stephen H. Dover
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Michael J. Hasenstab
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Adam Petryk
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
|
|
Wylie A. Tollette
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
3344 Quality Drive
Rancho Cordova, CA 95670
|
|
William Y. Yun
|
Executive Vice President, FAV
|
Franklin Resources, Inc.
280 Park Avenue
New York, NY 10017
|
FRI: Franklin Resources, Inc.
One Franklin Parkway
San Mateo, CA 94403‑1906
FRI is primarily engaged, through various subsidiaries, in providing investment management to the open-end investment companies in the Franklin Group of Funds and the Templeton Family of Funds and to domestic and international managed and institutional accounts. FRI’s principal line of business is providing investment management, administration, distribution and related services to the Franklin Templeton Funds, managed accounts and other investment products.
FRI is the direct parent entity to FAV (see further description below).
FAV: Franklin Advisers, Inc.
One Franklin Parkway
San Mateo, CA 94403 1906
An investment adviser registered with the SEC and investment manager or sub adviser to a number of U.S. registered open end and closed end investment companies in the Franklin Templeton Group of Funds, non U.S. investment funds and private client accounts.
CUSIP NO. 382410843 13D Page 11 of 13
LIMITED POWER OF ATTORNEY
FOR SECTION 13 AND 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Steven J. Gray, Beth McAuley O’Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas, Navid J. Tofigh and Lori A. Weber each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (“FRI”) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a “Reporting Entity”), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 16th day of August, 2021.
/s/CHARLES B. JOHNSON
Signature
Charles B. Johnson
Print Name
CUSIP NO. 382410843 13D Page 12 of 14
LIMITED POWER OF ATTORNEY
FOR SECTION 13 AND 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Steven J. Gray, Beth McAuley O’Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas, Navid J. Tofigh and Lori A. Weber each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:
1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (“FRI”) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a “Reporting Entity”), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and
2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and
3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;
2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;
3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith.
This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 16th day of August, 2021.
/s/RUPERT H. JOHNSON, JR.
Signature
Rupert H. Johnson, Jr.
Print Name
CUSIP NO. 382410843 13D Page 13 of 13
LIMITED POWER OF ATTORNEY
FOR
SECTION 13 REPORTING OBLIGATIONS
Know all by these presents, that we Franklin Templeton Investment Funds (the
“Issuer”). an entity organized and existing in the Grand Duchy of Luxembourg and
having our registered office at 8A rue Albert Borschette, L-1246 Luxembourg, in the person
of Gregory Johnson and Vijay Advani, Directors of the Issuer, hereby makes, constitutes
and appoints each of Lori Weber and Kimberly Novotny, each acting individually as the
undersigned’s true and lawful attorney-in-fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including
any amendments thereto or any related documentation) with the United States Securities
and Exchange Commission, any national securities exchanges and Franklin Resources, Inc.,
a Delaware corporation (the “Reporting Entity”), as considered necessary or advisable
under Section 13 of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the “Exchange Act”); and
(2) perform any and all other acts which in the discretion of such attorney‑in‑fact
are necessary or desirable for and on behalf of the undersigned in connection with the
foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, each such
attorney‑in‑fact to act in their discretion on information provided to such
attorney‑in‑fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney‑in‑fact on behalf of
the undersigned pursuant to this Limited Power of Attorney will be in such form and will
contain such information and disclosure as such attorney‑in‑fact, in his or her
discretion, deems necessary or desirable;
(3) neither the Reporting Entity nor either of such attorneys‑in‑fact assumes (i) any
liability for the undersigned’s responsibility to comply with the requirements of the
Exchange Act or (ii) any liability of the undersigned for any failure to comply with such
requirements; and
(4) this Limited Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned’s obligations under the Exchange Act, including
without limitation the reporting requirements under Section 13 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full
power and authority to do and perform all and every act and thing whatsoever requisite,
necessary or appropriate to be done in and about the foregoing matters as fully to all
intents and purposes as the undersigned might or could do if present, hereby ratifying
all that each such attorney‑in‑fact of, for and on behalf of the undersigned, shall
lawfully do or cause to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until revoked by
the undersigned in a signed writing delivered to each such attorney‑in‑fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be
executed as of this 13th day of October , 2015.
For and on behalf of
Franklin Templeton Investment Funds
/s/Gregory Johnson
Director
/s/Vijay Advani
Director
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