SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 10, 2007 (December 4, 2007)
Date of Report (Date of earliest event reported)
GOODRICH PETROLEUM CORPORATION
(Exact name of Registrant as specified in its charter)
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| Delaware
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001-12719 |
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76-0466193 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number) |
808 Travis Street, Suite 1320
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:
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¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On December 4, 2007, Goodrich Petroleum Corporation (the “Company”) entered into an
underwriting agreement among the Company, Bear, Stearns & Co.
Inc. and J.P. Morgan Securities Inc., as lead managers and
representatives of the several underwriters named therein (the “Underwriters”) and as agents for one of their respective affiliates, pursuant to which the
Company sold 4,205,000 shares of its common stock, par value $0.20 per share (“Common Stock”), at a
price to the public of $23.50 per share, in a firm commitment underwritten offering pursuant to an
effective shelf registration statement on Form S-3 (Registration No. 333-129642), as amended and
supplemented by the prospectus supplement dated December 4, 2007. The prospectus supplement and
accompanying prospectus has been filed with the Securities and Exchange Commission.
In addition, the underwriting agreement provided for the purchase by Bear, Stearns & Co. Inc. and J.P. Morgan Securities
Inc., each acting as an agent for one of their respective affiliates (the “Hedge Sellers”) of an
additional 1,595,000 shares of our common stock on a best efforts
basis at a price of $23.03 per
share. These shares will be offered by the Hedge Sellers either themselves or through their
broker-dealer affiliates from time to time in connection with their hedging activities related to
the capped call option transactions described below.
The underwriting agreement also provided for a 30-day
option for the Underwriters to purchase up to 630,750 shares solely to cover over-allotments. On
December 7, 2007, the Underwriters exercised this option in full.
The sale of the aggregate 6,430,750 shares to the Underwriters by the underwriting agreement
was consummated on December 10, 2007. Net proceeds to the
Company were approximately $145.4 million, after
deducting the Underwriters’ discount and offering expenses.
The underwriting agreement is filed as Exhibit 1.1 to this report, and this description of the
terms of the underwriting agreement is qualified in its entirety by reference to such exhibit. This
report also incorporates by reference the underwriting agreement into the Registration Statement.
Capped Call Option Confirmation Letter Agreements
On December 4, 2007, the Company entered into capped call option transactions with an
affiliate of Bear, Stearns & Co. Inc. and an affiliate of J.P. Morgan Securities Inc. Under these
identical agreements, the Company purchased capped call options from an affiliate of Bear Stearns
and an affiliate of JP Morgan that together cover 5.8 million shares of its Common Stock. Each of
these is divided into a number of tranches with differing expiration dates. The combined price of
the options was approximately $21.5 million. One third of the options expire over each of three
separate 25-day settlement periods during May and June 2009, November and December 2009, and May
and June 2010, respectively.
The capped call option transactions will result in the Company’s receipt, on a net share,
cashless basis of shares of Common Stock if the market value per share of the Common Stock, as
measured under the terms of the capped call option agreement, on the option expiration date for the
relevant tranche is greater than the lower call strike price of the capped call option
transactions. The lower call strike price is $23.50 per share and the upper call strike price is
$32.90 per share. Both lower and upper call strike prices are subject to customary anti-dilution
and certain other adjustments. The amount by which that market value per share exceeds the lower
call strike price is the “in-the-money amount” for the relevant tranche of the capped call option
transaction, subject to a maximum in-the-money amount of $9.40 per share, which is the difference
between the upper call strike price and the lower call strike price. The number of shares of
Common Stock that the Company will receive from the option counterparties upon expiration of each
tranche of the capped call option transactions will be equal to the in-the-money amount of that
tranche divided by the market value per share of the common stock, as measured under the terms of
the capped call option agreement, on the option expiration date for that tranche. The option
agreements are based upon standard International Swap Dealers Association forms and have customary
termination and adjustment provisions.
The capped call option confirmations are filed as Exhibit 10.1 and 10.2 to this report, and
this description of the terms of the capped call option confirmation letter agreements is qualified
in its entirety by reference to such exhibit.