Goodrich Petroleum Corporation has entered into a definitive merger agreement pursuant to which a subsidiary of Paloma Partners VI Holdings, LLC ("Paloma" and such subsidiary, "Merger Sub"), an affiliate of EnCap Energy Capital Fund XI L.P. ("EnCap"), will commence a tender offer to acquire all of Goodrich's outstanding common shares for $23.00 per share in cash.
The offer price in the transaction, which has been unanimously approved by Goodrich's Board of Directors, represents an approximate 7 percent premium to Goodrich's closing price on November 19, 2021, and a 47 percent premium to its year-to-date volume-weighted average price.
Certain stockholders of Goodrich have entered into tender and support agreements pursuant to which those stockholders have agreed to tender their Goodrich shares pursuant to the tender offer. The supporting stockholders and Paloma own, after giving effect to conversion of certain convertible notes, a majority of the outstanding shares of Goodrich common stock. Accordingly, the tender offer is expected to be completed successfully and followed promptly by a second-step merger pursuant to which any remaining shares will be converted into the right to receive the price paid in the tender offer.
Goodrich intends to file a Schedule 14D-9 following the commencement of the tender offer, which will include the unanimous recommendation by its Board of Directors that Goodrich's stockholders tender their shares in the offer.
The tender offer will be subject to customary conditions, including the tender of a majority of the outstanding Goodrich shares pursuant to the offer, and is expected to close in December 2021. The transaction is not subject to a financing condition. Paloma has secured from EnCap equity financing commitments for the entire acquisition, including assumption of debt, to complete the transaction.
Upon the completion of the transaction, Goodrich will become a privately held company and shares of Goodrich common stock will no longer be listed on any public market.
Tudor, Pickering, Holt & Co. is serving as financial advisor to Goodrich and Vinson & Elkins L.L.P. is serving as Goodrich's legal advisor. Greenhill & Co. is serving as financial advisor to Paloma and Hunton Andrews Kurth LLP is serving as Paloma's legal advisor.