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Actionable news in GDP: GOODRICH PETROLEUM Corp,

SECURITIES AND EXCHANGE COMMISSION

Tender offer statement by Issuer

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Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

Goodrich Petroleum Corporation

(Name of Subject Company and Filing Person (Issuer)

5.375% Series B Cumulative Convertible Preferred Stock

10.00% Series C Cumulative Preferred Stock

9.75% Series D Cumulative Preferred Stock

(Title of Class of Securities)

382410 603

382410 702

382410 884

(CUSIP Number of Class of Securities)

Michael J. Killelea

Senior Vice President, General Counsel and

Corporate Secretary

801 Louisiana Street, Suite 700

Houston, Texas 77002

(713) 780-9494

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copies to:

Stephen M. Gill

Vinson & Elkins L.L.P.

1001 Fannin Street, Suite 2500

Houston, Texas 77002

(713) 758-2222

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

SCHEDULE TO

This Tender Offer Statement on Schedule TO relates to offers (collectively the Exchange Offers) by Goodrich Petroleum Corporation, a Delaware corporation (Goodrich or the Company), to exchange any and all of the shares of the Companys outstanding 5.375% Series B Cumulative Convertible Preferred Stock (the Series B Preferred Stock), up to 2,390,000 depositary shares representing the Companys outstanding 10.00% Series C Cumulative Preferred Stock (such depositary shares, the Series C Preferred Stock) and up to 2,390,000 depositary shares representing the Companys outstanding 9.75% Series D Cumulative Preferred Stock (such depositary shares, the Series D Preferred Stock and, together with the Series B Preferred Stock and Series C Preferred Stock, the Existing Preferred Stock) for newly issued depositary shares each representing a 1/1000th interest in a share of the Companys 10.00% Series E Cumulative Convertible Preferred Stock (such depositary shares, the Series E Preferred Stock). If more than 2,390,000 shares of Class C Preferred Stock or 2,390,000 shares of Class D Preferred Stock are properly tendered (and not validly withdrawn) in the Exchange Offers, the Series E Preferred Stock will be allocated on a pro rata basis such that the maximum number of shares specified is not exceeded for the Series C Preferred Stock and the Series D Preferred Stock.

In exchange for each share of Existing Preferred Stock properly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on December 8, 2015 (such time and date, as the same may be extended, the Expiration Date), when accepted by the Company participating holders of (i) Series B Preferred Stock will receive 1.20 shares of Series E Preferred Stock per share of Series B Preferred Stock, (ii) Series C Preferred Stock will receive one (1) share of Series E Preferred Stock per share of Series C Preferred Stock and (iii) Series D Preferred Stock will receive one (1) share of Series E Preferred Stock per share of Series D Preferred Stock.

The Exchange Offers shall commence on the filing date hereof and shall expire on the Expiration Date. The Exchange Offers will be made upon the terms and subject to the conditions set forth in the offer to exchange (as it may be supplemented and amended from time to time, the Offer to Exchange) and in the related letter of transmittal (as it may be supplemented and amended from time to time, the Letter of Transmittal and, together with the Offer to Exchange...


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