Current Report Filing (8-k)
22 11월 2021 - 10:47PM
Edgar (US Regulatory)
0000943861
false
0000943861
2021-11-21
2021-11-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
November 21, 2021
Date of Report (Date of earliest event reported)
GOODRICH PETROLEUM CORPORATION
(Exact name of Registrant as specified in
its charter)
Delaware
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001-12719
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76-0466193
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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801 Louisiana St., Suite 700
Houston, Texas 77002
(Address of principal executive offices)
(713) 780-9494
(Registrant’s telephone number, including
area code)
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))
Securities registered pursuant to Section 12(b) of
the Act:
Title
of each class
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Ticker
symbol(s)
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Name
of each exchange on which registered
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Common stock, par value $0.01 per share
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GDP
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NYSE American
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On November 22, 2021, Goodrich Petroleum Corporation
(the “Company” or “Goodrich”) issued a press release announcing the execution of an Agreement and
Plan of Merger by and among the Company, Paloma Partners VI Holdings, LLC, a Delaware limited liability company (“Paloma”),
and Paloma Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Paloma (such entity, “Merger Sub”
and such agreement, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will commence a tender offer
to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Goodrich at
a purchase price of $23.00 per Share. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is
incorporated herein by reference.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer for the Shares 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.
The solicitation and offer to buy Shares will only be made pursuant to the tender offer materials that Merger Sub intends to file with
the U.S. Securities and Exchange Commission (the “SEC”). Merger Sub is
beneficially owned by Paloma, an affiliate of EnCap Energy Capital Fund XI L.P. 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 by telephone at 832-255-1300, e-mail
at investorrelations@goodrichpetroleum.com or on Goodrich’s website at www.goodrichpetroleum.com.
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 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 communication 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.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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GOODRICH PETROLEUM CORPORATION
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(Registrant)
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By:
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/s/ Michael J Killelea
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Michael J. Killelea
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Executive Vice President, General Counsel and Corporate Secretary
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Dated: November 22, 2021
Goodrich Petroleum (AMEX:GDP)
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Goodrich Petroleum (AMEX:GDP)
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부터 4월(4) 2024 으로 4월(4) 2025