REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GOODRICH PETROLEUM CORPORATION
EXPLANATORY NOTE
On April 15, 2016, Goodrich Petroleum Corporation (the “Company”) and its subsidiary Goodrich Petroleum Company, L.L.C. (the “Subsidiary,” and together with the Company, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions” and, the cases commenced thereby, the “Chapter 11 Cases”) seeking relief under Chapter 11 of Title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”), to pursue a Chapter 11 plan of reorganization. The Company filed a motion with the Bankruptcy Court seeking joint administration of the Chapter 11 Cases under the caption In re Goodrich Petroleum Corporation, et al. (Case No. 16-31975). On August 12, 2016, the Debtors filed the proposed First Amended Joint Chapter 11 Plan of Reorganization (as amended, modified or supplemented from time to time, the “Plan”).
On August 18, 2016, the Bankruptcy Court entered an order (i) conditionally approving the Debtors’ disclosure statement, (ii) approving solicitation and notice procedures for the Plan, (iii) approving the forms of ballots and notices in connection therewith, (iv) scheduling certain dates with respect thereto, and (v) granting related relief.
On September 28, 2016, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law and Order Approving the Disclosure Statement and Confirming the Debtors’ First Amended Joint Chapter 11 Plan of Reorganization (the “Confirmation Order”), which approved and confirmed the Plan, as modified by the Confirmation Order. Copies of the Confirmation Order and the Plan were included as exhibits to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on October 3, 2016.
On October 12, 2016 (the “Effective Date”), the Company satisfied the conditions to effectiveness set forth in the Confirmation Order and in the Plan, the Plan became effective in accordance with its terms and the Debtors emerged from the Chapter 11 cases.
In connection with the Company’s emergence from bankruptcy and pursuant to the Plan, all existing shares of old common stock of the Company were cancelled, and the Company issued, among other securities, (i) 5,757,500 shares of the Company’s new common stock, par value $0.01 (“common stock”), pro rata, to the Company’s former second lien noteholders, (ii) 117,500 shares of common stock, pro rata, to the Company’s former unsecured noteholders and former holders of general unsecured claims, (iii) 1,000,000 warrants (the “UCC Warrants”), pro rata, to the Company’s former unsecured noteholders and holders of general unsecured claims and (iv) 2,499,999 warrants (the “Warrants”), pro rata, to the purchasers of the Company’s $40.0 million in aggregate principal amount of 13.50% Convertible Second Lien Senior Secured Notes due 2019 issued pursuant to the Plan (the “Convertible Notes”). The Indenture governing the Convertible Notes (the “Indenture”), dated as of the Effective Date, among the Company, as issuer, the Subsidiary, as subsidiary guarantor, and Wilmington Trust, National Association, as trustee and collateral agent (the “Trustee”) also permits and, in certain cases, requires the Company to issue additional 13.50% Second Lien Senior Secured Notes due 2019 in the future as payment in kind interest on the outstanding Convertible Notes (the “PIK Notes” and, together with the Convertible Notes, the “Notes”). The PIK Notes are not convertible into shares of common stock.
The Confirmation Order and Plan provide for the exemption of the offer and sale of the shares of common stock of the Company and the UCC Warrants (including shares of common stock issuable upon the exercise thereof) from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 1145(a)(1) of the Bankruptcy Code. Section 1145(a)(1) of the Bankruptcy Code exempts the offer and sale of securities under the Plan from registration under Section 5 of the Securities Act and state laws if certain requirements are satisfied. Additionally, the Notes were issued and sold to the Purchasers (defined below) pursuant to the Section 4(a)(2) exemption from the registration requirements of the Securities Act.
On the Effective Date, the Company entered into a registration rights agreement (relating to the Warrants) (the “Warrant Registration Rights Agreement”), pursuant to which the Company agreed to file with the SEC within 120 days following the Effective Date, a shelf registration statement for the offer and resale of the
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common stock and Warrants held by certain holders that duly request inclusion in such registration statement within 45 days of the Effective Date. The holders have customary demand, underwritten offering and piggyback registration rights, subject to the limitations set forth in the Warrant Registration Rights Agreement. Under their underwritten offering registration rights, the holders may request to sell all or any portion of their Warrants, including the shares of common stock issuable upon exercise of the Warrants, in an underwritten offering that is registered, subject to certain restrictions. The Warrant Registration Rights Agreement contains other customary terms and conditions, including, without limitation, provisions with respect to blackout periods and indemnification.
Additionally, on the Effective Date, the Company entered into a registration rights agreement (relating to the Notes) (the “Notes Registration Rights Agreement”) with the Purchasers, pursuant to which the Company agreed to file with the Commission within 120 days following the Effective Date, a shelf registration statement for the offer and resale of the Notes held by certain holders that duly request inclusion in such registration statement within 45 days of the Effective Date. The holders have customary demand, underwritten offering and piggyback registration rights, subject to the limitations set forth in the Notes Registration Rights Agreement. Under their underwritten offering registration rights, the holders may request to sell all or any portion of their Notes, including the shares of common stock issuable upon conversion of the Convertible Notes, in an underwritten offering that is registered, subject to certain restrictions. The Notes Registration Rights Agreement contains other customary terms and conditions, including, without limitation, provisions with respect to blackout periods and indemnification.
Subsequent to the Company’s emergence from bankruptcy, on December 19, 2016, the Company entered into a Common Stock Subscription Agreement (the “Subscription Agreement”) with each of the purchasers listed on Schedule A thereto (the “PIPE Purchasers”) pursuant to which the PIPE Purchasers agreed to purchase 2,272,727 shares of the Company’s common stock (the “Shares”), at a price of $11.00 per share (the “Private Placement”). The issuance of the Shares pursuant to the Subscription Agreement was made in reliance upon an exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933. The Private Placement resulted in approximately $25 million of gross proceeds and approximately $23.5 million of net proceeds (after deducting placement agent commissions and the Company’s estimated expenses).
In connection with the closing of the Private Placement, the Company and the PIPE Purchasers entered into a certain Registration Rights Agreement (the “PIPE Registration Rights Agreement”), dated December 22, 2016 (the “Closing Date”). Under the PIPE Registration Rights Agreement, the Company agreed, among other things, to use its reasonable best efforts to file a Registration Statement on Form S-1 (or any equivalent successor form) with the Securities and Exchange Commission no later than 90 days following the Closing Date.
