Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
UNDER
GOODRICH PETROLEUM CORPORATION*CORPORATION *
(Exact name of Registrant as specified in its charter)
| Delaware | ||||
| 1311 | 76-0466193 | |||
| (State or other jurisdiction of incorporation or organization) | ( Classification Code Number) | (IRS Employer Identification |
808 Travis Street,801 Louisiana, Suite 1320700
Houston, Texas 77002
(713) 780-9494
(Address, including zip code, and telephone number, including area code, of Registrant’sregistrant’s principal executive offices)
David R. LooneyWalter G. Goodrich
808 Travis Street,Chief Executive Officer
801 Louisiana, Suite 1320700
Houston, Texas 77002
(713) 780-9494
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
James M. Prince
Vinson & Elkins L.L.P.
1001 Fannin, Suite 23002500
Houston, Texas 77002-6760
(713) 758-2222
(713) 615-5962 (Fax)
Approximate date of commencement of proposed sale to the public:public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þx
If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o¨
If this formForm is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box:box. o¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box:box. o¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | Proposed Maximum | Amount of | ||||||||||
| Title of Each Class of | Amount to be | Offering Price per | Aggregate Offering | Registration | ||||||||
| Securities to be Registered(1) | Registered | Security | Price | Fee | ||||||||
| Debt Securities(2)(3) | ||||||||||||
| Preferred Stock(2) | ||||||||||||
| Common Stock | ||||||||||||
| Depositary Shares(2)(4) | ||||||||||||
| Warrants(2) | ||||||||||||
| Guarantee of Debt Securities(5) | ||||||||||||
| Total | N/A | N/A | $200,000,000(6)(7) | $6,140.00(7)(8) | ||||||||
| ||||||||
Title of Each Class of Securities to be Registered(1)(3) | Amount to be Registered | Proposed Maximum Offering Price per Security | Proposed Maximum Aggregate Offering Price(6)(7) | Amount of Registration Fee (6)(7) | ||||
Debt Securities(2)(5) | ||||||||
Preferred Stock | ||||||||
Common Stock | ||||||||
Depositary Shares(4) | ||||||||
Warrants | ||||||||
Guarantee of Debt Securities(5) | ||||||||
Total | N/A | N/A | $500,000,000 | $68,200 | ||||
| ||||||||
| ||||||||
| (1) | Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. | |
| (2) | ||
| (3) | There is being registered hereunder such indeterminate number or amount of debt securities, preferred stock, common stock, depositary shares and warrants as may from time to time be issued by the registrant at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under |
| (4) | The | |
| (5) | ||
| (6) | No separate consideration will be received for any securities being registered that are issued in exchange for, or upon conversion or exercise of, the debt securities, preferred stock, depositary shares or warrants being registered hereunder. |
| (7) | Rule 457(o) permits the registration statement fee to be calculated on the basis of the | |
| * | ||
| The following subsidiary of Goodrich Petroleum Corporation is a co-registrant and is organized in the indicated state and has the indicated I.R.S. Employer Identification Number. |
Goodrich Petroleum Company, LLCL.L.C.
(Exact Name of Registrant As Specified In Its Charter)
| Louisiana | 76-0117273 | |
| (State or other jurisdiction of incorporation or organization) | ||
| (I.R.S. Employer Identification Number) |
Each Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS
GOODRICH PETROLEUM CORPORATION
$500,000,000
Debt Securities
Common Stock
Preferred Stock
Depositary Shares
Warrants
Guarantee of Debt Securities of Goodrich Petroleum Corporation by:
Goodrich Petroleum Company, LLCL.L.C.
We may offer and sell the securities listed above from time to time in one or more offerings in one or more classes or series.series and in amounts, at prices and on terms that we will determine at the time of the offering. Any debt securities we issue under this prospectus may be guaranteed by one or morecertain of our subsidiaries.
This prospectus provides you with a general description of the securities that may be offered. Each time securities are offered, we will provide a prospectus supplement and attach it to this prospectus. The prospectus supplement will contain more specific information about the offering and the terms of the securities being offered, including any guarantees by our subsidiaries.subsidiary. The supplements may also add, update or change information contained in this prospectus. This prospectus may not be used to offer or sell securities without a prospectus supplement describing the method and terms of the offering.
The securities may sell these securitiesbe offered and sold on a delayed or continuous basis directly orby us, through agents, underwriters or dealers oras designated from time to time, through a combination of these methods.methods or any other method as provided in the applicable prospectus supplement. See “Plan of Distribution.” The prospectus supplement will list any agents, underwriters or dealers that may be involved and the compensation they will receive. The prospectus supplement will also show you the total amount of money that we will receive from selling the securities being offered, after the expenses of the offering.
You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in any of our securities.
Investing in any of our securities involves risk. Please read carefullysee “Risk Factors” for a discussion of certain risks that you should consider in connection with an investment in the section entitled “Risk Factors” beginning on page 4 of this prospectus.securities.
Our common stock is listed on the New York Stock Exchange under the symbol “GDP.”
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated August , 2007.
You should rely only on the information contained in or incorporated by reference intoin this prospectus and any prospectus supplement. We have not authorized any dealer, salesman or other personanyone to provide you with additional or different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus and any prospectus supplement are not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which they relate and are not an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. You should not assume that the information contained in this prospectus is accurate as ofor any date other than the date on the front cover of this prospectus supplement or that the information contained in any document incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than the date of the document incorporated by reference, regardless ofcontaining the time of delivery of this prospectus or any sale of a security.
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This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the SEC, using“SEC,” utilizing a “shelf”shelf registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination up to $500,000,000 of the securities described in this prospectus in one or more offerings up to a total dollar amount of $200 million.offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the offering and the offered securities. The prospectus supplement may also add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under the heading “Where You Can Find More Information.”
Unless the context requires otherwise or unless otherwise noted, all references in this prospectus or any accompanying prospectus supplement to “Goodrich Petroleum Corporation,” “we”“Goodrich,” “we,” “us” or “our” are to Goodrich Petroleum Corporation and its subsidiaries.
We are an independent oil and natural gas company engaged in the exploration, development and production of properties primarily in (i) South Texas, which includes the Eagle Ford Shale Trend, (ii) Northwest Louisiana and East Texas, which includes the Haynesville Shale and Cotton Valley Taylor Sand and (iii) Southwest Mississippi and Southeast Louisiana which includes the Tuscaloosa Marine Shale. Our principal executive offices are located at 801 Louisiana, Suite 700, Houston, Texas 77002, and our phone number is (713) 780-9494. Our website is located athttp://www.goodrichpetroleum.com. We make our periodic reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website as part of this prospectus. For additional information as to our business, properties, and financial condition, please refer to the documents cited in “Where You Can Find More Information.” ABOUT THE SUBSIDIARY GUARANTOR Goodrich Petroleum Corporation is a holding company. We conduct most of our operations through our subsidiaries. Goodrich Petroleum Company, L.L.C. is our only active subsidiary as of the date of this prospectus. If specified in the accompanying prospectus supplement respecting a series of debt securities, Goodrich Petroleum Company, L.L.C. and any other of our future subsidiaries specified in the prospectus supplement may jointly and severally, fully, irrevocably and unconditionally guarantee our payment obligations under any series of debt securities offered by this prospectus. We refer to Goodrich Petroleum Company, L.L.C. in this prospectus as the “Subsidiary Guarantor.” Financial information concerning our Subsidiary Guarantor and non-guarantor subsidiaries, if any, will be included in our consolidated financial statements filed as a part of our periodic reports filed pursuant to the Exchange Act to the extent required by the rules and regulations of the SEC. For additional information as to our and our subsidiary’s business, properties, and financial condition, please refer to the documents cited in “Where You Can Find More Information.” We file annual, quarterly and current reports and other information with the SEC (FileNo. The SEC allows us to “incorporate by reference” information that we file with them, which means that we can disclose important information to you by referring you to documents previously filed with the SEC. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. The following documents we filed with the SEC pursuant to the Exchange Act are incorporated herein by reference:1-7940)001-12719) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You may read and copy any documents that are filed at the SEC’s public reference roomPublic Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates from the public reference sectionPublic Reference Section of the SEC at its Washington address. Please call the SEC at1-800-SEC-0330 l-800-SEC-0330 for further information.http://www.sec.gov.
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, including information specifically incorporated by reference into such Annual Report on Form 10-K from our Proxy Statement for our Annual Meeting of Stockholders, filed pursuant to Sections 13(a), 13(c), 14on April 11, 2012;
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and 15(d) of the Exchange Act (excludingSeptember 30, 2012;
Our Current Reports on Form 8-K filed on January 6, 2012, May 22, 2012 and October 4, 2012 (in each case excluding any information furnished pursuant to Item 2.02 or Item 7.017.01); and
The description of our common stock contained in our registration statement on Form 8-B dated February 3, 1997, including any current reportamendment to that form that we may have filed in the past, or may file in the future, for the purpose of updating the description of our common stock.
In addition, we incorporate by reference in this prospectus any future filings made by Goodrich Petroleum Corporation with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (excluding any information furnished and not filed with the SEC) after the date onForm 8-K) which the registration statement that includes this prospectus was initially filed with the SEC (including all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) and until all offerings under this shelf registration statement and after the date of this prospectus and prior to the termination of this offering shall be deemed to be incorporated in this prospectus by reference and to be a part hereof from the date of filing of such documents. are terminated.
Any statement contained herein, or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for all purposes of this prospectus to the extent that a statement contained hereinin this prospectus or in any other subsequently filed document thatwhich is also isincorporated or is deemed to be incorporated by reference, herein,
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You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost by writing or telephoning us at the following address and telephone number:
Goodrich Petroleum Corporation
Attention: Corporate Secretary
801 Louisiana, Suite 1320
Houston, Texas 77002
(713) 780-9494
We also maintain a website athttp://www.goodrichpetroleum.com. However, the information on our website is not part of this prospectus.
Certain statements contained in or incorporated by reference into this prospectus, These forward-looking statements planned capital expenditures; future drilling activity; our financial condition; business strategy, including our ability to successfully transition to more liquids-focused operations; the market prices of oil and natural gas; uncertainties financial market conditions and availability of capital; production; hedging arrangements; future cash flows and borrowings; litigation matters; pursuit of potential future acquisition opportunities; sources of funding for exploration and development; general economic conditions, either nationally or legislative or regulatory changes, including retroactive royalty or production tax regimes, hydraulic-fracturing regulation, drilling and permitting regulations, derivatives reform, changes in state and federal corporate taxes, environmental regulation, environmental risks and liability under federal, state and foreign and local environmental laws and regulations; the creditworthiness of our financial counterparties and operation partners; the securities, capital or credit markets; our ability to other factors discussed in Any of these factors ouror filings with the SEC and our public releases including, but not limitedcontain forward looking statements intended to information regardingqualify for the status and progress of our operating activities,safe harbors from liability established by the plans and objectives of our management, assumptions regarding our future performance and plans, and any financial guidance provided therein are forward-looking statements within the meaning of Section 27A(i) of thePrivate Securities Litigation Reform Act of 1933, or1995, Section 27A of the Securities Act and Section 21E(i)21E of the Securities Exchange Act of 1934, or the Exchange Act. TheThese forward-looking statements include information concerning future production and reserves, schedules, plans, timing of development, contributions from oil and gas properties and marketing and midstream activities, and also include those statements accompanied by or that otherwise include the words “believe,” “may,” “will,“could,” “estimate.“believes,” “continues,“expects,” “anticipate,“anticipates,” “intend,“intends,” “forsee,“estimates,” “expect” and“projects,” “predicts,” “target,” “goal,” “plans,” “objective,” “potential,” “should,” or similar expressions identifyor variations on such expressions that convey the uncertainty of future events or outcomes. For such statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements although not allon our current expectations and assumptions about future events. These statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Although we believe that the expectations reflected in such forward-looking statements contain these identifying words. are reasonable, we can give no assurance that such expectations will prove to be correct. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise.are made subject to certain risksinvolve risk and uncertaintiesuncertainties. Important factors that could cause actual results to differ materially from those stated. Risksour expectations include, but are not limited to, the following risk and uncertainties:that could causeabout the estimated quantities of oil and natural gas reserves;contributein the jurisdictions in which we or our subsidiary are doing business;such differences include, without limitation, thoserepay our debt; andthe section entitled “Risk Factors” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Summary of Critical Accounting Policies” included in this prospectus and elsewhere in or incorporated by reference into this prospectus, including our Annual Report onForm 10-K for the fiscal year ended December 31, 20062011 and in our subsequent SECother public filings, press releases and thosediscussions with our management.summarized below:• the timing and extent of changes in natural gas and oil prices;• the timing of planned capital expenditures;• our ability to identify and acquire additional properties necessary to implement our business strategy and our ability to finance such acquisitions;• the inherent uncertainties in estimating proved reserves and forecasting production results;• operational factors affecting the commencement or maintenance of producing wells, including catastrophic weather related damage, unscheduled outages or repairs, or unanticipated changes in drilling equipment costs or rig availability;• the condition of the capital markets generally, which will be affected by interest rates, foreign currency fluctuations and general economic conditions;• costs and other legal and administrative proceedings, settlements, investigations and claims, including environmental liabilities which may not be covered by indemnity or insurance;• the political and economic climate in the foreign or domestic jurisdictions in which we conduct oil and gas operations, including risk of war or potential adverse results of military or terrorist actions in those areas; and• other United States regulatory or legislative developments that affect the demand for natural gas or oil generally, increase the environmental compliance cost for our production wells or impose liabilities on the owners of such wells.2
We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
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An investment in our securities involves risks.a high degree of risk. You should carefully consider in addition tothe risk factors and all of the other information containedincluded in, or incorporated by reference into, this prospectus, including those included in our most recent Annual Report on Form 10-K and, any accompanying prospectus supplement, the risks described below before deciding whetherif applicable, in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in evaluating an investment in our securities is appropriate for you.
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| Henry Hub | ||||
| per Mmbtu | ||||
| January 3, 2006 (high) | $ | 9.87 | ||
| September 29, 2006 (low) | 3.63 | |||
| December 29, 2006 | 5.50 | |||
| August 6, 2007 | 6.21 | |||
| WTI | ||||
| per Barrel | ||||
| July 14, 2006 (high) | $ | 77.03 | ||
| November 17, 2006 (low) | 55.81 | |||
| December 29, 2006 | 61.06 | |||
| August 6, 2007 | 72.06 | |||
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Except as may be stated in the applicable prospectus supplement, we intend to use the net proceeds we receive from any sales of securities by us under this prospectus and any accompanying prospectus supplement for general corporate purposes.purposes, which may include, among other things:
reduction or refinancing of debt or other corporate obligations;
additions to our working capital;
capital expenditures; and
potential future acquisitions.
Any specific allocation of the net proceeds of an offering of securities to a specific purpose will be determined at the time of the offering and will be described in an accompanying prospectus supplement.
The following table contains our consolidated ratios of earnings to fixed charges and ratios of earnings to fixed charges plus preferred stock dividends for the periods indicated.RATIOSRATIO OF EARNINGS TO FIXED CHARGES ANDEARNINGS TO FIXED CHARGES AND PREFERENCE SECURITIES DIVIDENDS Six Months Ended Years Ended December 31, June 30, 2002(a) 2003(b) 2004(c) 2005(d) 2006 2006 2007(e) Ratio of earnings to fixed charges — — — — 2.84 8.99 — Ratio of earnings to fixed charges and preference securities dividends — — — — 1.30 2.88 —
| Nine Months Ended September 30, 2012 | Years Ended December 31, | |||||||||||||||||||||||
| 2011 | 2010 | 2009 | 2008 | 2007 | ||||||||||||||||||||
Ratio of earnings to fixed charges | (a | ) | (b | ) | (c | ) | (d | ) | 8.86 | (e | ) | |||||||||||||
Ratio of earnings to combined fixed charges and preference securities dividends | (f | ) | (g | ) | (h | ) | (i | ) | 6.38 | (j | ) | |||||||||||||
| (a) |
| (b) | Earnings for the year ended December 31, | |
| (c) | Earnings for the year ended December 31, | |
| (d) | Earnings for the year ended December 31, | |
| (e) | Earnings for the year ended December 31, |
| (g) | Earnings for the year ended December 31, 2011 were inadequate to cover fixed charges |
| (h) | Earnings for the |
| (i) | Earnings for the year ended December 31, 2009 were inadequate to cover fixed charges and preference securities dividends. The coverage deficiency was $326.0 million. |
| (j) | Earnings for the year ended December 31, 2007 were inadequate to cover fixed charges and preference securities dividends. The coverage deficiency was |
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The Debt Securities will be either our senior debt securities (“Senior Debt Securities”) or our subordinated debt securities (“Subordinated Debt Securities”). The Senior Debt Securities and the Subordinated Debt Securities will be issued under separate Indenturesindentures among us, the Subsidiary GuarantorGuarantors of such Debt Securities, if any, and a trustee to be determined (the “Trustee”). Senior Debt Securities will be issued under a “Senior Indenture” and Subordinated Debt Securities will be issued under a “Subordinated Indenture.” Together, the Senior Indenture and the Subordinated Indenture are called “Indentures.”
The Debt Securities may be issued from time to time in one or more series. The particular terms of each series that are offered by a prospectus supplement will be described in the prospectus supplement.
Unless the Debt Securities are guaranteed by our subsidiaries as described below, the rights of Goodrich Petroleum Corporation and our creditors, including holders of the Debt Securities, to participate in the assets of any subsidiary upon the latter’s liquidation or reorganization, will be subject to the prior claims of the subsidiary’s creditors, except to the extent that we may ourself be a creditor with recognized claims against such subsidiary.
We have summarized selected provisions of the Indentures below. The summary is not complete. The form of each Indenture has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part, and you should read the Indentures for provisions that may be important to you. In the summary below we have included references to article or section numbers of the applicable Indenture so that you can easily locate these provisions. Whenever we refer in this prospectus or in the prospectus supplement to particular article or sections or defined terms of the Indentures, those article or sections or defined terms are incorporated by reference herein or therein, as applicable. Capitalized terms used in the summary have the meanings specified in the Indentures.
General
The Indentures provide that Debt Securities in separate series may be issued thereunder from time to time without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the Debt Securities of any series (Section 301).series. We will determine the terms and conditions of the Debt Securities, including the maturity, principal and interest, but those terms must be consistent with the Indenture. The Debt Securities maywill be our secured or unsecured obligations.
The Subordinated Debt Securities will be subordinated in right of payment to the prior payment in full of all of our Senior Debt (as defined) as described under “— Subordination of Subordinated Debt Securities” and in the prospectus supplement applicable to any Subordinated Debt Securities. If the prospectus supplement so indicates, the Debt Securities will be convertible into our common stock (Section 301).
If specified in the prospectus supplement respecting a particular series of Debt Securities, Goodrich Petroleum Company, LLC (theL.L.C. and any other of our future subsidiaries specified in the prospectus supplement (each a “Subsidiary Guarantor”) will fully and unconditionally guarantee (the “Subsidiary Guarantee”) the Debt Securitiesthat series as described under “— Subsidiary Guarantee” and in the prospectus supplement. TheEach Subsidiary Guarantee will be an unsecured obligationsobligation of the Subsidiary Guarantor. A Subsidiary Guarantee of Subordinated Debt Securities will be subordinated to the Senior Debt of the Subsidiary Guarantor on the same basis as the Subordinated Debt Securities are subordinated to our Senior Debt (Article Thirteen).
The applicable prospectus supplement will set forth the price or prices at which the Debt Securities to be offeredissued will be issuedoffered for sale and will describe the following terms of such Debt Securities:
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| (1) | the title of the Debt Securities; |
| (2) | whether the Debt Securities are Senior Debt Securities or Subordinated Debt Securities and, if Subordinated Debt Securities, the related subordination terms; |
| (3) | whether any Subsidiary Guarantor will provide a Subsidiary Guarantee of the Debt Securities; |
| (4) | any limit on the aggregate principal amount of the Debt Securities; |
| (5) | each date on which the principal of the Debt Securities will be payable; |
| (6) | the interest rate that the Debt Securities will bear and the interest payment dates for the Debt Securities; |
| (7) | each place where payments on the Debt Securities will be payable; |
| (8) | any terms upon which the Debt Securities may be redeemed, in whole or in part, at our option; |
| (9) | any sinking fund or other provisions that would obligate us to redeem or otherwise repurchase the Debt Securities; |
| (10) | the portion of the principal amount, if less than all, of the Debt Securities that will be payable upon declaration of acceleration of the Maturity of the Debt Securities; |
| (11) | whether the Debt Securities are defeasible; |
| (12) | any addition to or change in the Events of Default; |
| (13) | whether the Debt Securities are convertible into our common stock and, if so, the terms and conditions upon which conversion will be effected, including the initial conversion price or conversion rate and any adjustments thereto and the conversion period; |
| (14) | any addition to or change in the covenants in the Indenture applicable to the Debt Securities; and |
| (15) | any other terms of the Debt Securities not inconsistent with the provisions of the Indenture. |
Debt Securities, including any Debt Securities whichthat provide for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof (“Original Issue Discount Securities”), may be sold at a substantial discount below their principal amount. Special United States federal income tax considerations applicable to Debt Securities sold at an original issue discount may be described in the applicable prospectus supplement. In addition, special United States federal income tax or other considerations applicable to any Debt Securities that are denominated in a currency or currency unit other than United States dollars may be described in the applicable prospectus supplement.
Subordination of Subordinated Debt Securities
The indebtedness evidenced by the Subordinated Debt Securities will, to the extent set forth in the Subordinated Indenture with respect to each series of Subordinated Debt Securities, be subordinatesubordinated in right of payment to the prior payment in full of all of our Senior Debt, including the Senior Debt Securities, and it may also be senior in right of payment to all of our Subordinated Debt (Article Twelve of the Subordinated Indenture).Debt. The prospectus supplement relating to any Subordinated Debt Securities will summarize the subordination provisions of the Subordinated Indenture applicable to that series including:
the applicability and effect of such provisions upon any payment or distribution respecting that series following any liquidation, dissolution or other winding-up, or any assignment for the benefit of creditors or other marshalling of assets or any bankruptcy, insolvency or similar proceedings; | ||
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The prospectus supplement will also describe as of a recent date the approximate amount of Senior Debt to which the Subordinated Debt Securities of that series will be subordinated.
The failure to make any payment on any of the Subordinated Debt Securities by reason of the subordination provisions of the Subordinated Indenture described in the prospectus supplement will not be construed as preventing the occurrence of an Event of Default with respect to the Subordinated Debt Securities arising from any such failure to make payment.
The subordination provisions described above will not be applicable to payments in respect of the Subordinated Debt Securities from a defeasance trust established in connection with any legal defeasance or covenant defeasance of the Subordinated Debt Securities as described under “— Legal Defeasance and Covenant Defeasance.”
Subsidiary Guarantee
If specified in the prospectus supplement, one or more of the Subsidiary GuarantorGuarantors will guarantee the Debt Securities of a series. Unless otherwise indicated in the prospectus supplement, the following provisions will apply to the Subsidiary Guarantee of the Subsidiary Guarantor.
Subject to the limitations described below and in the prospectus supplement, one or more of the Subsidiary GuarantorGuarantors will jointly and severally, fully and unconditionally guarantee the punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all our payment obligations under the Indentures and the Debt Securities of a series, whether for principal of, premium, if any, or interest on the Debt Securities or otherwise (all such obligations guaranteed by a Subsidiary Guarantor being herein called the “Guaranteed Obligations”). The Subsidiary GuarantorGuarantors will also pay all expenses (including reasonable counsel fees and expenses) incurred by the applicable Trustee in enforcing any rights under a Subsidiary Guarantee with respect to a Subsidiary Guarantor (Section 1302).
In the case of Subordinated Debt Securities, a Subsidiary Guarantor’s Subsidiary Guarantee will be subordinated in right of payment to the Senior Debt of such Subsidiary Guarantor on the same basis as the Subordinated Debt Securities are subordinated to our Senior Debt. No payment will be made by any Subsidiary Guarantor under its Subsidiary Guarantee during any period in which payments by us on the Subordinated Debt Securities are suspended by the subordination provisions of the Subordinated Indenture (Article Fourteen of the Subordinated Indenture).
Each Subsidiary Guarantee will be limited in amount to an amount not to exceed the maximum amount that can be guaranteed by the relevant Subsidiary Guarantor without rendering such Subsidiary Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally (Section 1306).
Each Subsidiary Guarantee will be a continuing guarantee and will:
| (1) | remain in full force and effect until either (a) payment in full of all the applicable Debt Securities (or such Debt Securities are otherwise satisfied and discharged in accordance with the provisions of the applicable Indenture) or (b) released as described in the following paragraph; |
| (2) | be binding upon each Subsidiary Guarantor; and |
| (3) | inure to the benefit of and be enforceable by the applicable Trustee, the Holders and their successors, transferees and assigns. |
In the event that (a) a Subsidiary Guarantor ceases to be a Subsidiary, (b) either legal defeasance or covenant defeasance occurs with respect to the series or (c) all or substantially all of the assets or all of the Capital Stock of such Subsidiary Guarantor is sold, including by way of sale, merger, consolidation or otherwise, such Subsidiary Guarantor will be released and discharged of its obligations under its Subsidiary Guarantee without any further action required on the part of the Trustee or any Holder, and no other person acquiring or owning the assets or Capital Stock of such Subsidiary Guarantor will be required to enter into a Subsidiary Guarantee
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Form, Exchange and Transfer
The Debt Securities of each series will be issuable only in fully registered form, without coupons, and, unless otherwise specified in the applicable prospectus supplement, only in denominations of $1,000 and integral multiples thereof (Section 302).
At the option of the Holder, subject to the terms of the applicable Indenture and the limitations applicable to Global Securities, Debt Securities of each series will be exchangeable for other Debt Securities of the same series of any authorized denomination and of a like tenor and aggregate principal amount (Section 305).
Subject to the terms of the applicable Indenture and the limitations applicable to Global Securities, Debt Securities may be presented for exchange as provided above or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed) at the office of the Security Registrar or at the office of any transfer agent designated by us for such purpose. No service charge will be made for any registration of transfer or exchange of Debt Securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in that connection. Such transfer or exchange will be effected upon the Security Registrar or such transfer agent, as the case may be, being satisfied with the documents of title and identity of the person making the request. The Security Registrar and any other transfer agent initially designated by us for any Debt Securities will be named in the applicable prospectus supplement (Section 305).supplement. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each Place of Payment for the Debt Securities of each series (Section 1002).
If the Debt Securities of any series (or of any series and specified tenor) are to be redeemed in part, we will not be required to (1) issue, register the transfer of or exchange any Debt Security of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any such Debt Security that may be selected for redemption and ending at the close of business on the day of such mailing or (2) register the transfer of or exchange any Debt Security so selected for redemption, in whole or in part, except the unredeemed portion of any such Debt Security being redeemed in part (Section 305).
Global Securities
Some or all of the Debt Securities of any series may be represented, in whole or in part, by one or more Global Securities that will have an aggregate principal amount equal to that of the Debt Securities they represent. Each Global Security will be registered in the name of a Depositary or its nominee identified in the applicable prospectus supplement, will be deposited with such Depositary or nominee or its custodian and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof referred to below and any such other matters as may be provided for pursuant to the applicable Indenture.
Notwithstanding any provision of the Indentures or any Debt Security described in this prospectus, no Global Security may be exchanged in whole or in part for Debt Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any personPerson other than the Depositary for such Global Security or any nominee of such Depositary unless:
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| (1) | the Depositary has notified us that it is unwilling or unable to continue as Depositary for such Global Security or has ceased to be qualified to act as such as required by the applicable Indenture, and in either case we fail to appoint a successor Depositary within 90 days; |
| (2) | an Event of Default with respect to the Debt Securities represented by such Global Security has occurred and is continuing and the Trustee has received a written request from the Depositary to issue certificated Debt Securities; |
| (3) | subject to the rules of the Depositary, we shall have elected to terminate the book-entry system through the Depositary; or |
| (4) | other circumstances exist, in addition to or in lieu of those described above, as may be described in the applicable prospectus supplement. |
As long as the Depositary, or its nominee, is the registered holder of a Global Security, the Depositary or such nominee, as the case may be, will be considered the sole owner and Holder of such Global Security and the Debt Securities that it represents for all purposes under the Debt Securities and the applicable Indenture (Section 308).Indenture. Except in the limited circumstances referred to above, owners of beneficial interests in a Global Security will not be entitled to have such Global Security or any Debt Securities that it represents registered in their names, will not receive or be entitled to receive physical delivery of certificated Debt Securities in exchange for those interests and will not be considered to be the owners or Holders of such Global Security or any Debt Securities that is represents for any purpose under the Debt Securities or the applicable Indenture. All payments on a Global Security will be made to the Depositary or its nominee, as the case may be, as the Holder of the security. The laws of some jurisdictions may require that some purchasers of Debt Securities take physical delivery of such Debt Securities in certificated form. These laws may impair the ability to transfer beneficial interests in a Global Security.
Ownership of beneficial interests in a Global Security will be limited to institutions that have accounts with the Depositary or its nominee (“participants”) and to persons that may hold beneficial interests through participants. In connection with the issuance of any Global Security, the Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of Debt Securities represented by the Global Security to the accounts of its participants. Ownership of beneficial interests in a Global Security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by the Depositary (with respect to participants’ interests) or any such participant (with respect to interests of personsPersons held by such participants on their behalf). Payments, transfers, exchanges and other matters relating to beneficial interests in a Global Security may be subject to various policies and procedures adopted by the Depositary from time to time. None of us, the Subsidiary Guarantor,Guarantors, the Trustees or the agents of ourself,us, the Subsidiary GuarantorGuarantors or the Trustees will have any responsibility or liability for any aspect of the Depositary’s or any participant’s records relating to, or for payments made on account of, beneficial interests in a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial interests.
Payment and Paying Agents
Unless otherwise indicated in the applicable prospectus supplement, payment of interest on a Debt Security on any Interest Payment Date will be made to the Person in whose name such Debt Security (or one or more Predecessor Debt Securities) is registered at the close of business on the Regular Record Date for such interest (Section 307).
Unless otherwise indicated in the applicable prospectus supplement, principal of and any premium and interest on the Debt Securities of a particular series will be payable at the office of such Paying Agent or Paying Agents as we may designate for such purpose from time to time, except that at our option payment of any interest on Debt Securities in certificated form may be made by check mailed to the address of the Person entitled thereto as such address appears in the Security Register. Unless otherwise indicated in the applicable prospectus supplement, the corporate trust office of the Trustee under the Senior Indenture in The City of New York will be designated as sole Paying Agent for payments with respect to Senior Debt Securities of each series, and the corporate trust office of the Trustee under the Subordinated Indenture in The City of New York will be designated as the sole Paying Agent for payment with respect to Subordinated Debt Securities of each series. Any other Paying Agents initially designated by us for the Debt Securities of a particular series will be named in the applicable prospectus supplement. We may at any time designate additional Paying Agents or rescind the designation of any Paying Agent or approve a change in the office through which any Paying Agent acts, except that we will be required to maintain a Paying Agent in each Place of Payment for the Debt Securities of a particular series (Section 1002).
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Consolidation, Merger and Sale of Assets
Unless otherwise specified in the prospectus supplement, we may not consolidate with or merge into, or transfer, lease or otherwise dispose of all or substantially all of our assets to, any Person (a “successor Person”), and may not permit any Person to consolidate with or merge into us, unless:
| (1) | the successor Person (if not us) is a corporation, partnership, trust or other entity organized and validly existing under the laws of any domestic jurisdiction and assumes our obligations on the Debt Securities and under the Indentures; |
| (2) | immediately before and after giving pro forma effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing; and |
| (3) | several other conditions, including any additional conditions with respect to any particular Debt Securities specified in the applicable prospectus supplement, are met. |
The successor Person (if any) is a corporation, partnership, trust or other entity organized and validly existingnot us) will be substituted for us under the lawsapplicable Indenture with the same effect as if it had been an original party to such Indenture, and, except in the case of a lease, we will be relieved from any domestic jurisdictionfurther obligations under such Indenture and assumes our obligations on the Debt Securities and under the Indentures;
Events of Default
Unless otherwise specified in the prospectus supplement, each of the following will constitute an Event of Default under the applicable Indenture with respect to Debt Securities of any series:
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| (1) | failure to pay principal of or any premium on any Debt Security of that series when due, whether or not, in the case of Subordinated Debt Securities, such payment is prohibited by the subordination provisions of the Subordinated Indenture; |
| (2) | failure to pay any interest on any Debt Securities of that series when due, continued for 30 days, whether or not, in the case of Subordinated Debt Securities, such payment is prohibited by the subordination provisions of the Subordinated Indenture; |
| (3) | failure to deposit any sinking fund payment, when due, in respect of any Debt Security of that series, whether or not, in the case of Subordinated Debt Securities, such deposit is prohibited by the subordination provisions of the Subordinated Indenture; |
| (4) | failure to perform or comply with the provisions described under “— Consolidation, Merger and Sale of Assets”; |
| (5) | failure to perform any of our other covenants in such Indenture (other than a covenant included in such Indenture solely for the benefit of a series other than that series), continued for 60 days after written notice has been given by the applicable Trustee, or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of that series, as provided in such Indenture; |
| (6) | any Debt of ourself, any Significant Subsidiary or, if a Subsidiary Guarantor has guaranteed the series, such Subsidiary Guarantor, is not paid within any applicable grace period after final maturity or is accelerated by its holders because of a default and the total amount of such Debt unpaid or accelerated exceeds $25.0 million; |
| (7) | any judgment or decree for the payment of money in excess of $25.0 million is entered against us, any Significant Subsidiary or, if a Subsidiary Guarantor has guaranteed the series, such Subsidiary Guarantor, remains outstanding for a period of 60 consecutive days following entry of such judgment and is not discharged, waived or stayed; |
| (8) | certain events of bankruptcy, insolvency or reorganization affecting us, any Significant Subsidiary or, if a Subsidiary Guarantor has guaranteed the series, such Subsidiary Guarantor; and |
| (9) | if any Subsidiary Guarantor has guaranteed such series, the Subsidiary Guarantee of any such Subsidiary Guarantor is held by a final non-appealable order or judgment of a court of competent jurisdiction to be unenforceable or invalid or ceases for any reason to be in full force and effect (other than in accordance with the terms of the applicable Indenture) or any Subsidiary Guarantor or any Person acting on behalf of any Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee (other than by reason of a release of such Subsidiary Guarantor from its Subsidiary Guarantee in accordance with the terms of the applicable Indenture). |
If an Event of Default (other than an Event of Default with respect to Goodrich Petroleum Corporation described in clause (8) above) with respect to the Debt Securities of any series at the time Outstanding occurs and is continuing, either the applicable Trustee or the Holders of at least 25% in principal amount of the Outstanding Debt Securities of that series by notice as provided in the Indenture may declare the principal amount of the Debt Securities of that series (or, in the case of any Debt Security that is an Original Issue Discount Debt Security, such portion of the principal amount of such Debt Security as may be specified in the terms of such Debt Security) to be due and payable immediately, together with any accrued and unpaid interest thereon. If an Event of Default with respect to Goodrich Petroleum Corporation described in clause (8) above with respect to the Debt Securities of any series at the time Outstanding occurs, the principal amount of all the Debt Securities of that series (or, in the case of any such Original Issue Discount Security, such specified amount) will automatically, and without any action by the applicable Trustee or any Holder, become immediately due and payable, together with any accrued and unpaid interest thereon. After any such acceleration and its consequences, but before a judgment or decree based on acceleration, the Holders of a majority in principal amount of the Outstanding Debt Securities of that series may, under certain circumstances, rescind and annul such acceleration if all Events of Default with respect to that series, other than the non-payment of accelerated principal (or other specified amount), have been cured or waived as provided in the applicable Indenture (Section 502).Indenture. For information as to waiver of defaults, see “— Modification and Waiver” below.
Subject to the provisions of the Indentures relating to the duties of the Trustees in case an Event of Default has occurred and is continuing, eachno Trustee will be under noany obligation to exercise any of its rights or powers under the applicable Indenture at the request or direction of any of the Holders, unless such Holders have offered to such Trustee reasonable security or indemnity (Section 603).indemnity. Subject to such provisions for the indemnification of the Trustees, the Holders of a majority in principal amount of the Outstanding Debt Securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to thesuch Trustee or exercising any trust or power conferred on the Trustee with respect to the Debt Securities of that series (Section 512).
No Holder of a Debt Security of any series will have any right to institute any proceeding with respect to the applicable Indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless:
| (1) | such Holder has previously given to the Trustee under the applicable Indenture written notice of a continuing Event of Default with respect to the Debt Securities of that series; |
| (2) | the Holders of at least 25% in principal amount of the Outstanding Debt Securities of that series have made written request, and such Holder or Holders have offered reasonable security or indemnity, to the Trustee to institute such proceeding as trustee; and |
| (3) | the Trustee has failed to institute such proceeding, and has not received from the Holders of a majority in principal amount of the Outstanding Debt Securities of that series a direction inconsistent with such request, within 60 days after such notice, request and offer. |
However, such limitations do not apply to a suit instituted by a Holder of a Debt Security for the enforcement of payment of the principal of or any premium or interest on such Debt Security on or after the applicable due date specified in such Debt Security or, if applicable, to convert such Debt Security (Section 508).
We will be required to furnish to each Trustee annually a statement by certain of our officers, to their knowledge, as to whether or not we to their knowledge, are in default in the performance or observance of any of the terms,
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Modification and Waiver
We may modify or amend an Indenture without the consent of any holders of the Debt Securities in certain circumstances, including:
| (1) | to evidence the succession under the Indenture of another Person to us or any Subsidiary Guarantor and to provide for its assumption of our or such Subsidiary Guarantor’s obligations to holders of Debt Securities; |
| (2) | to make any changes that would add any additional covenants of us or the Subsidiary Guarantors for the benefit of the holders of Debt Securities or that do not adversely affect the rights under the Indenture of the Holders of Debt Securities in any material respect; |
| (3) | to add any additional Events of Default; |
| (4) | to provide for uncertificated notes in addition to or in place of certificated notes; |
| (5) | to secure the Debt Securities; |
| (6) | to establish the form or terms of any series of Debt Securities; |
| (7) | to evidence and provide for the acceptance of appointment under the Indenture of a successor Trustee; |
| (8) | to cure any ambiguity, defect or inconsistency; |
| (9) | to add Subsidiary Guarantors; or |
| (10) | in the case of any Subordinated Debt Security, to make any change in the subordination provisions that limits or terminates the benefits applicable to any Holder of Senior Debt. |
Other modifications and amendments of an Indenture may be made by us, the Subsidiary Guarantor,Guarantors, if applicable, and the applicable Trustee with the consent of the Holders of a majority in principal amount of the Outstanding Debt Securities of each series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of each Outstanding Debt Security affected thereby:
| (1) | change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Debt Security; |
| (2) | reduce the principal amount of, or any premium or interest on, any Debt Security; |
| (3) | reduce the amount of principal of an Original Issue Discount Security or any other Debt Security payable upon acceleration of the Maturity thereof; |
| (4) | change the place or currency of payment of principal of, or any premium or interest on, any Debt Security; |
| (5) | impair the right to institute suit for the enforcement of any payment due on or any conversion right with respect to any Debt Security; |
| (6) | modify the subordination provisions in the case of Subordinated Debt Securities, or modify any conversion provisions, in either case in a manner adverse to the Holders of the Subordinated Debt Securities; |
| (7) | except as provided in the applicable Indenture, release the Subsidiary Guarantee of a Subsidiary Guarantor; |
| (8) | reduce the percentage in principal amount of Outstanding Debt Securities of any series, the consent of whose Holders is required for modification or amendment of the Indenture; |
| (9) | reduce the percentage in principal amount of Outstanding Debt Securities of any series necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults; |
| (10) | modify such provisions with respect to modification, amendment or waiver; or |
| (11) | following the making of an offer to purchase Debt Securities from any Holder that has been made pursuant to a covenant in such Indenture, modify such covenant in a manner adverse to such Holder. |
The Holders of a majority in principal amount of the Outstanding Debt Securities of any series may waive compliance by us with certain restrictive provisions of the applicable Indenture (Section 1009).Indenture. The Holders of a majority in principal amount of the Outstanding Debt Securities of any series may waive any past default under the applicable Indenture, except a default in the payment of principal, premium or interest and certain covenants and provisions of the Indenture which cannot be amended without the consent of the Holder of each Outstanding Debt Security of such series (Section 513).
Each of the Indentures provides that in determining whether the Holders of the requisite principal amount of the Outstanding Debt Securities have given or taken any direction, notice, consent, waiver or other action under such Indenture as of any date:
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| (1) | the principal amount of an Original Issue Discount Security that will be deemed to be Outstanding will be the amount of the principal that would be due and payable as of such date upon acceleration of maturity to such date; |
| (2) | if, as of such date, the principal amount payable at the Stated Maturity of a Debt Security is not determinable (for example, because it is based on an index), the principal amount of such Debt Security deemed to be Outstanding as of such date will be an amount determined in the manner prescribed for such Debt Security; |
| (3) | the principal amount of a Debt Security denominated in one or more foreign currencies or currency units that will be deemed to be Outstanding will be the United States-dollar equivalent, determined as of such date in the manner prescribed for such Debt Security, of the principal amount of such Debt Security (or, in the case of a Debt Security described in clause (1) or (2) above, of the amount described in such clause); and |
| (4) | certain Debt Securities, including those owned by us, any Subsidiary Guarantor or any of our other Affiliates, will not be deemed to be Outstanding. |
Except in certain limited circumstances, we will be entitled to set any day as a record date for the purpose of determining the Holders of Outstanding Debt Securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the applicable Indenture, in the manner and subject to the limitations provided in the Indenture. In certain limited circumstances, the Trustee will be entitled to set a record date for action by Holders. If a record date is set for any action to be taken by Holders of a particular series, only persons who are Holders of Outstanding Debt Securities of that series on the record date may take such action. To be effective, such action must be taken by Holders of the requisite principal amount of such Debt Securities within a specified period following the record date. For any particular record date, this period will be 180 days or such other period as may be specified by us (or the Trustee, if it set the record date), and may be shortened or lengthened (but not beyond 180 days) from time to time (Section 104).
Satisfaction and Discharge
Each Indenture will be discharged and will cease to be of further effect as to all outstanding Debt Securities of any series issued thereunder, when:
| (1) | either: |
(a) all outstanding Debt Securities of that series that have been authenticated (except lost, stolen or destroyed Debt Securities that have been replaced or paid and Debt Securities for whose payment money has theretofore been deposited in trust and thereafter repaid to us) have been delivered to the Trustee for cancellation; or
(b) all outstanding Debt Securities of that series that have been not been delivered to the Trustee for cancellation have become due and payable or will become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee and in any case we have irrevocably deposited with the Trustee as trust funds money in an amount sufficient, without consideration of any reinvestment of interest, to pay the entire indebtedness of such Debt Securities not delivered to the Trustee for cancellation, for principal, premium, if any, and accrued interest to the Stated Maturity or redemption date;
| (2) | we have paid or caused to be paid all other sums payable by us under the Indenture with respect to the Debt Securities of that series; and |
| (3) | we have delivered an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge of the Indenture with respect to the Debt Securities of that series have been satisfied. |
Legal Defeasance and Covenant Defeasance
To the extent indicated in the applicable prospectus supplement, we may elect, at our option at any time, to have theour obligations discharged under provisions of Section 1502, relating to defeasance and discharge of indebtedness, which we call “legal defeasance”defeasance,” or Section 1503, relating to defeasance of certain restrictive covenants applied to the Debt Securities of any series, or to any specified part of a series, which we call “covenant defeasance” (Section 1501).
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| (1) | we have delivered to the applicable Trustee an Opinion of Counsel to the effect that we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or there has been a change in tax law, in either case to the effect that Holders of such Debt Securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and legal defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as would have been the case if such deposit and legal defeasance were not to occur; |
| (2) | no Event of Default or event that with the passing of time or the giving of notice, or both, shall constitute an Event of Default shall have occurred and be continuing at the time of such deposit or, with respect to any Event of Default described in clause (8) under “— Events of Default,” at any time until 121 days after such deposit; |
| (3) | such deposit and legal defeasance will not result in a breach or violation of, or constitute a default under, any agreement or instrument (other than the applicable Indenture) to which we are a party or by which we are bound; |
| (4) | in the case of Subordinated Debt Securities, at the time of such deposit, no default in the payment of all or a portion of principal of (or premium, if any) or interest on any Senior Debt shall have occurred and be continuing, no event of default shall have resulted in the acceleration of any Senior Debt and no other event of default with respect to any Senior Debt shall have occurred and be continuing permitting after notice or the lapse of time, or both, the acceleration thereof; and |
| (5) | we have delivered to the Trustee an Opinion of Counsel to the effect that such deposit shall not cause the Trustee or the trust so created to be subject to the Investment Company Act of 1940. |
Covenant Defeasance.Defeasance. The Indentures provide that, upon our exercise of our option (if any) to have Section 1503the covenant defeasance provisions applied to any Debt Securities, we may omitfail to comply with certain restrictive covenants (but not with respect to conversion, if applicable), including those that may be described in the applicable prospectus supplement, and the occurrence of certain Events of Default, which are described above in clause (5) (with respect to such restrictive covenants) and clauses (6), (7) and (9) under “Events of Default” and any that may be described in the applicable prospectus supplement, will not be deemed to either be or result in an Event of Default and, if such Debt Securities are Subordinated Debt Securities, the provisions of the Subordinated Indenture relating to subordination will cease to be effective, in each case with respect to such Debt Securities. In order to exercise such option, we must deposit, in trust for the benefit of the Holders of such Debt Securities, money or U.S. Government Obligations, or both, which, through the payment of principal and interest in respect thereof in accordance with their terms, will provide money in an amount sufficient (in the opinion of a nationally recognized firm of independent public accountants) to pay the principal of and any premium and interest on such Debt Securities on the respective Stated Maturities in accordance with the terms of the applicable Indenture and such Debt Securities. Such covenant defeasance may occur only if we have delivered to the applicable Trustee an Opinion of Counsel that into the effect says that Holders of such Debt Securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amount, in the
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If we exercise either our legal defeasance or covenant defeasance option, any Subsidiary Guarantee will terminate (Section 1304)
No Personal Liability of Directors, Officers, Employees and Stockholders
No director, officer, employee, incorporator, stockholder, member, partner or trustee of the Company or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or any Subsidiary Guarantor under the Debt Securities, the Indentures or any Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. By accepting a Debt Security, each Holder shall be deemed to have waived and released all such liability. The waiver and release shall be a part of the consideration for the issue of the Debt Securities. The waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is against public policy.
Notices
Notices to Holders of Debt Securities will be given by mail to the addresses of such Holders as they may appear in the Security Register (Sections 101 and 106).
Title
We, the Subsidiary Guarantor,Guarantors, the Trustees and any agent of us, the Subsidiary GuarantorGuarantors or a Trustee may treat the Person in whose name a Debt Security is registered as the absolute owner of the Debt Security (whether or not such Debt Security may be overdue) for the purpose of making payment and for all other purposes (Section 308).
Governing Law
The Indentures and the Debt Securities will be governed by, and construed in accordance with, the law of the State of New York (Section 112).
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We will enter into the Indentures with a Trustee that is qualified to act under the Trust Indenture Act of 1939, as amended, and with any other Trustees chosen by us and appointed in a supplemental indenture for a particular series of Debt Securities. We may maintain a banking relationship in the ordinary course of business with our Trustee and one or more of its affiliates.
The Trustee may resign or be removed by us with respect to one or more series of Debt Securities and a successor Trustee may be appointed to act with respect to any such series. The holders of a majority in aggregate principal amount of the Debt Securities of any series may remove the Trustee with respect to the Debt Securities of such series.
Limitations on Trustee if It Is Our Creditor. Each Indenture will contain certain limitations on the right of the Trustee, in the event that it becomes our creditor, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise.
Certificates and Opinions to Be Furnished to Trustee. Each Indenture will provide that, in addition to other certificates or opinions that may be specifically required by other provisions of an Indenture, every application by us for action by the Trustee must be accompanied by an Officers’ Certificate and an Opinion of Counsel stating that, in the opinion of the signers, all conditions precedent to such action have been complied with by us.
The following descriptions are summaries of material terms of our common stock, preferred stock, certificate of incorporation and bylaws. This summary is qualified by reference to our certificate of incorporation, bylaws and the designation of our preferred stock, which are filed as exhibits to the registration statement of which this prospectus forms a part, and by the provisions of applicable law. As of Common Stock Subject to any special voting rights of any series of preferred stock that we may issue in the future, each share held of record of common stock has one vote on all matters voted on by our No share of common stock affords any preemptive rights or is convertible, redeemable, assessable or entitled to the benefits of any sinking or repurchase fund. Holders of common stock will be entitled to dividends in the amounts and at the times declared by our board of directors in its discretion out of funds legally available for the payment of dividends. Holders of common stock are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available therefor, subject to any dividend preferences of any outstanding shares of preferred stock. Holders of common stock will share equally in our assets on liquidation after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding. All outstanding shares of common stock are fully paid and non-assessable. Our common stock is traded on the New York Stock Exchange under the symbol “GDP.” Transfer Agent and Registrar The transfer agent and registrar for our common stock is Preferred Stock As of the date of this prospectus, we have 7,750,000 shares of authorized but unissued preferred stock that are undesignated. At the direction of our board of directors, we may issue shares of preferred stock from time to time. Our board of directors may, without any action by holders of our common stock: adopt resolutions to issue preferred stock in one or more classes or series; fix the number of shares constituting any class or series of preferred stock; and establish the rights of the holders of any class or series of preferred stock. The rights of any class or series of preferred stock may include, among others: general or special voting rights; preferential cumulative or noncumulative dividend rights; redemption or put rights; and conversion or exchange rights. We may issue shares of, or rights to purchase, preferred stock, the terms of which might: adversely affect voting or other rights evidenced by, or amounts otherwise payable with respect to, the common stock; discourage an unsolicited proposal to acquire us; or facilitate a particular business combination involving us. Any of these actions could discourage a transaction that some or a majority of our Series B Convertible Preferred Stock As of the date of this prospectus, we had 2,250,000 shares issued and outstanding of our Series B Convertible Preferred Stock. The Liquidation Preference is $50 per share of Series B Preferred Stock, plus accumulated and unpaid dividends. Conversion On or after December 21, 2010, we may, at our option, cause the Series B Convertible Preferred Stock to be automatically converted into that number of shares of common stock that are issuable at the then-prevailing conversion rate. We may exercise our conversion right only if, for 20 trading days within any period of 30 consecutive trading days ending on the trading day prior to the announcement of our exercise of the option, the closing price of our common stock equals or exceeds 130% of the then-prevailing conversion price of the Series B Convertible Preferred Stock. Fundamental liquidation preference per year (equivalent to $2.6875 per year per share). Dividends on the Series B Preferred Stock will be payable quarterly in arrears on each March 15, June 15, September 15, and December 15 of each year or, if not a business day, the next succeeding business day. Dividends may be increased under certain circumstances as described below. If we fail to pay dividends on the shares of our Series B Preferred Stock on six dividend payment dates (whether consecutive or not), then the dividend rate per annum will increase by an additional 1.0% on and after the day after such sixth dividend payment date, until we have paid all dividends on the shares of our Series B Preferred Stock for all dividend periods up to and including the dividend payment date on which the accumulated and unpaid dividends are paid in full. Any further failure to pay dividends would cause the dividend rate to increase again by the additional 1.0% until we have again paid all dividends for all dividendAugust 8, 2007,January 1, 2013, our authorized capital stock was 110,000,000 shares. Those shares consisted of (a) 10,000,000 shares of preferred stock, $1.00 par value, 2,250,000 of which were outstanding; and (b) 100,000,000 shares of common stock, $0.20 par value, of which 28,317,39036,721,766 shares were issued and outstanding. In addition, as of August 8, 2007,January 1, 2013, (a) 3,587,850 shares of common stock were reserved for issuance pursuant to the conversion of our Series B convertible preferred stock, (b) 3,010,1006,506 shares of common stock were reserved for issuance pursuant to the conversion of our 3.25% convertible senior notes due 2026, (c) 6,304,468 shares of common stock were reserved for issuance pursuant to the conversion of our 5.00% convertible senior notes due 2029, (d) 3,299,776 shares of common stock were reserved for issuance pursuant to our stock option plans, of which options to purchase 983,500900,984 shares at a weighted average exercise price of $20.67$21.57 per share had been issued, and 191,117(e) 1,543,650 shares of restricted stock awards had not yet vested and issued as of June 30, 2007.The following summary of certain provisions of our capital stock does not purport to be complete and is subject to and is qualified in its entirety by our certificate of incorporation and bylaws, which are incorporated in this prospectus by reference to our annual report onForm 10-K for the year ended December 31, 2006, and by the provisions of applicable law.shareholders,stockholders, including the election of our directors. Because holders of common stock do not have cumulative voting rights, the holders of a majority of the shares of common stock can elect all of the members of the board of directors standing for election, subject to the rights, powers and preferences of any outstanding series of preferred stock.ComputerShare Investor Services, LLC.• adopt resolutions to issue preferred stock in one or more classes or series;• fix the number of shares constituting any class or series of preferred stock; and• establish the rights of the holders of any class or series of preferred stock.• • preferential liquidation or preemptive rights;• preferential cumulative or noncumulative dividend rights;29
preferential liquidation or preemptive rights;• redemption or put rights; and• conversion or exchange rights.• adversely affect voting or other rights evidenced by, or amounts otherwise payable with respect to, the common stock;• discourage an unsolicited proposal to acquire us; or• facilitate a particular business combination involving us.shareholdersstockholders might believe to be in their best interests or in which our shareholdersstockholders might receive a premium for their stock over its then market price.Rights.Rights. Each share is convertible at the option of the holder into our common stock at any time at an initial conversion rate of 1.5946 shares of common stock per share, which is equivalent to an initial conversion price of approximately $31.36 per share of common stock. Upon conversion of the Series B Convertible Preferred Stock (pursuant to a voluntary conversion or the Company Conversion Option (as defined in the Certificate of Designation of the Series B Convertible Preferred Stock (the “Certificate of Designation”)), we may choose to deliver the conversion value to holders in cash, shares of common stock, or a combination of cash and shares of common stock.Redemption.Redemption. The Series B Convertible Preferred Stock is non-redeemable by us.Change.Change. If a Fundamental Change (as defined in the Certificate of Designation) occurs, holders may require us in specified circumstances to repurchase all or part of the Series B Convertible Preferred Stock. In addition, upon the occurrence of a Fundamental Change or Specified Corporate Events (as defined in the Certificate of Designation), we will under certain circumstances increase the conversion rate by a number of additional shares of common stock.Dividends.Dividends. Holders of our Series B Preferred Stock are entitled to receive, when and if declared by our board of directors, cumulative cash dividends on the Series B Preferred Stock at a rate of 5.375% of the $5030
Ranking.Ranking. Our Series B Preferred Stock ranks, with respect to dividend rights or rights upon our liquidation, winding up or dissolution:
senior to (i) all of our common stock and (ii) each class of capital stock or series of preferred stock established after December 21, 2005 (which we refer to as the “Issue Date”), the terms of which do not expressly provide that such class or series ranks senior to or on a parity with our Series B Preferred Stock as to dividend rights or rights upon our liquidation, winding up or dissolution (which we refer to collectively as “Junior Stock”);
on a parity in all respects with any class of capital stock or series of preferred stock established after the Issue Date, the terms of which expressly provide that such class or series will rank on a parity with our Series B Preferred Stock as to dividend rights or rights upon our liquidation, winding up or dissolution (which we refer to collectively as “Parity Stock”); and
junior to each class of capital stock or series of preferred stock established after the Issue Date, the terms of which expressly provide that such class or series will rank senior to our Series B Preferred Stock as to dividend rights or rights upon our liquidation, winding up or dissolution (we refer to the stock described in this bullet point as the “Senior Stock”).
Voting Rights.Rights. Except as required by Delaware law, our restated certificate of incorporation and the certificateCertificate of designation for our Series B Preferred Stock,Designation, holders of our Series B Preferred Stock will have no voting rights unless dividends payable on our Series B Preferred Stock are in arrears for six or more quarterly periods. In that event, the holders of our Series B Preferred Stock, voting as a single class with the shares of any other class or series of preferred stock or preference securities having similar voting rights, will be entitled at the next regular or special meeting of our stockholders to elect two directors, and the number of directors that comprise our board will be increased by the number of directors so elected. These voting rights and the terms of the directors so elected will continue until the dividend arrearage on our Series B Preferred Stock has been paid in full. The affirmative consent of holders of at least 662/3% of the outstanding shares of our Series B Preferred Stock will be required for the issuance of Senior Stock and for amendments to our restated certificate of incorporation that would materially adversely affect any right, preference, privilege or voting power of our Series B Preferred Stock.
Anti-Takeover Provisions of our Certificate of Incorporation and Bylaws
The provisions of our certificate of incorporation and bylaws we summarize below may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a shareholderstockholder might consider in his or her best interest, including those attempts that might result in a premium over the market price for the common stock.
Written Consent of Stockholders and Stockholder Meetings.Meetings. Any action by our stockholders must be taken at an annual or special meeting of stockholders. Special meetings of the stockholders may be called at any time by the Chairman of the Board (if any), the Chief Executive Officer,Vice Chairman, the President or by a majority of the board of directors, on the written request of any two directors, or by the Secretary. A special meeting must be called by the Chairman of the Board, the President or the Secretary when a written request is delivered to such officer, signed by the holders of at least 10% of the issued and outstanding stock entitled to vote at such meeting.
Advance Notice Procedure for Shareholder Proposals.Stockholder Proposals. Our bylaws establish an advance notice procedure for the nomination of candidates for election as directors, as well as for stockholder proposals to be considered
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with respect to an election to be held at the annual meeting of stockholders, 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders;
with respect to an election to be held at a special meeting of stockholders for the election of directors, not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed to stockholders or public disclosure of the date of the meeting was made, whichever first occurs, and must contain specified information concerning the person to be nominated.
Notice of stockholders’ intent to raise business at an annual meeting must be delivered to or mailed and received at our principal executive offices not less than 90 days prior to the anniversary date of the preceding annual meeting of stockholders. These procedures may operate to limit the ability of stockholders to bring business before a stockholders’ meeting, including with respect to the nomination of directors or considering any transaction that could result in a change in control. These advance notice procedures are not applicable prior to the trigger date.
Classified Board; Removal of Director.Director. Our bylaws provide that the members of our board of directors are divided into three classes as nearly equal as possible. Each class is elected for a three-year term. At each annual meeting of shareholders,stockholders, approximately one-third of the members of the board of directors are elected for a three-year term and the other directors remain in office until their three-year terms expire. Furthermore, our bylaws provide that neither any director nor the board of directors may be removed without cause, and that any removal for cause would require the affirmative vote of the holders of at least a majority of the voting power of the outstanding capital stock entitled to vote for the election of directors. Thus, control of the board of directors cannot be changed in one year without removing the directors for cause as described above; rather, at least two annual meetings must be held before a majority of the members of the board of directors could be changed.
Limitation of Liability of Directors
Our certificate of incorporation provided that no director shall be personally liablelimits, to us orthe fullest extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. The effect of this provision is to eliminate our rights and those of our stockholders, forthrough stockholders’ derivative suits on behalf of the Company, to recover monetary damages against a director for breach of fiduciary duty as a director, except for liabilityincluding breaches resulting from grossly negligent behavior. Exculpation does not apply if the director acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper benefit from his or her actions as follows:
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General
We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If we decide to offer fractional shares of preferred stock, we will issue receipts for depositary shares. Each depositary share will represent a fraction of a share of a particular series of preferred stock. The prospectus supplement will indicate that fraction. The shares of preferred stock represented by depositary shares will be deposited under a depositary agreement between us and a bank or trust company that meets certain requirements and is selected by us (the “Bank Depositary”). Each owner of a depositary share will be entitled to all the rights and preferences of the preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant to the depositary agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock in accordance with the terms of the offering.
We have summarized selected provisions of a depositary agreement and the related depositary receipts. The summary is not complete. The forms of the depositary agreement and the depositary receipts relating to any particular issue of depositary shares will be filed with the SEC via a Current Report onForm 8-K prior to our offering of the depositary shares, and you should read such documents for provisions that may be important to you.
Dividends and Other Distributions
If we pay a cash distribution or dividend on a series of preferred stock represented by depositary shares, the Bank Depositary will distribute such dividends to the record holders of such depositary shares. If the distributions are in property other than cash, the Bank Depositary will distribute the property to the record holders of the depositary shares. However, if the Bank Depositary determines that it is not feasible to make the distribution of property, the Bank Depositary may, with our approval, sell such property and distribute the net proceeds from such sale to the record holders of the depositary shares.
Redemption of Depositary Shares
If we redeem a series of preferred stock represented by depositary shares, the Bank Depositary will redeem the depositary shares from the proceeds received by the Bank Depositary in connection with the redemption. The redemption price per depositary share will equal the applicable fraction of the redemption price per share of the preferred stock. If fewer than all the depositary shares are redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the Bank Depositary may determine.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the preferred stock represented by depositary shares are entitled to vote, the Bank Depositary will mail the notice to the record holders of the depositary shares relating to such preferred stock. Each record holder of these depositary shares on the record date (which will be the same date as the record date for the preferred stock) may instruct the Bank Depositary as to how to vote the preferred stock represented by such holder’s depositary shares. The Bank Depositary will endeavor, insofar as practicable, to vote the amount of the preferred stock represented by such depositary shares in accordance with such instructions, and we will take all action which the Bank Depositary deems necessary in order to enable the Bank Depositary to do so. The Bank Depositary will abstain from voting shares of the preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing such preferred stock.
Amendment and Termination of the Depositary Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the depositary agreement may be amended by agreement between the Bank Depositary and us. However, any amendment that materially and adversely alters the rights of the holders of depositary shares will not be effective unless such amendment has been approved by the holders of at least a majority of the depositary shares then
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Charges of Bank Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the Bank Depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and any other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, as are expressly provided in the depositary agreement to be for their accounts.
Withdrawal of Preferred Stock
Upon surrender of depositary receipts at the principal office of the Bank Depositary, subject to the terms of the depositary agreement, the owner of the depositary shares may demand delivery of the number of whole shares of preferred stock and all money and other property, if any, represented by those depositary shares. Partial shares of preferred stock will not be issued. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to be withdrawn, the Bank Depositary will deliver to such holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Holders of preferred stock thus withdrawn may not thereafter deposit those shares under the depositary agreement or receive depositary receipts evidencing depositary shares therefor.
Miscellaneous
The Bank Depositary will forward to holders of depositary receipts all reports and communications from us that are delivered to the Bank Depositary and that we are required to furnish to the holders of the preferred stock.
Neither the Bank Depositary nor we will be liable if we are prevented or delayed by law or any circumstance beyond our control in performing our obligations under the depositary agreement. The obligations of the Bank Depositary and us under the depositary agreement will be limited to performance in good faith of our duties thereunder, and neither of us will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. Further, both of us may rely upon written advice of counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.
Resignation and Removal of Bank Depositary
The Bank Depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the Bank Depositary. Any such resignation or removal will take effect upon the appointment of a successor Bank Depositary and its acceptance of such appointment. Such successor Bank Depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.
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General
We may issue warrants for the purchase of our common stock.stock, preferred stock or debt securities or any combination thereof. Warrants may be issued independently or together with Debt Securities,our common stock, preferred stock or common stock offered by any prospectus supplementdebt securities and may be attached to or separate from any such offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent, all as set forth in the prospectus supplement relating to the particular issue of warrants.agent. The warrant agent will act solely as our agent in connection with the warrants andwarrants. The warrant agent will not assumehave any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants. The following summary of certain provisions of the warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the warrant agreements.
Stock Warrants
The prospectus supplement relating to a particular series of warrants to purchase suchour common stock or preferred stock will describe the terms of the warrants, including the following:
the title of the warrants;
the offering price for the warrants, if any;
the aggregate number of the warrants;
the designation and terms of the common stock or preferred stock that may be purchased upon exercise of the warrants;
if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each security;
if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
the number of shares of common stock at suchor preferred stock that may be purchased upon exercise of a warrant and the exercise price for the warrants;
the dates on which the right to exercise the warrants shall commence and expire;
if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
if applicable, a discussion of material United States federal income tax considerations;
the anti-dilution provisions of the warrants, if any;
the redemption or call provisions, if any, applicable to the warrants;
any provisions with respect to holder’s right to require us to repurchase the warrants upon a change in control; and
any additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement of the warrants.
Holders of equity warrants will not be entitled to:
vote, consent or receive dividends;
receive notice as is in each case set forth in,stockholders with respect to any meeting of stockholders for the election of our directors or calculable from,any other matter; or
exercise any rights as stockholders of the Company.
Debt Warrants
The prospectus supplement relating to a particular issue of warrants to purchase debt securities will describe the warrants. Theterms of the debt warrants, including the following:
the title of the debt warrants;
the offering price for the debt warrants, if any;
the aggregate number of the debt warrants;
the designation and terms of the debt securities, including any conversion rights, purchasable upon exercise of the debt warrants;
if applicable, the date from and after which the debt warrants and any debt securities issued with them will be separately transferable;
the principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be subjectpayable in cash, securities or other property;
the dates on which the right to adjustment uponexercise the occurrence of events described in such prospectus supplement. After the close of business on the Expiration Date (or such later date to which we may extend such Expiration Date), unexerciseddebt warrants will become void. The placecommence and expire;
if applicable, the minimum or places where,maximum amount of the debt warrants that may be exercised at any one time;
information with respect to book-entry procedures, if any;
if applicable, a discussion of material United States federal income tax considerations;
the anti-dilution provisions of the debt warrants, if any;
the redemption or call provisions, if any, applicable to the debt warrants;
any provisions with respect to the holder’s right to require us to repurchase the warrants upon a change in control; and
any additional terms of the manner in which,debt warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement of the debt warrants.
Debt warrant certificates will be exchangeable for new debt warrant certificates of different denominations. Debt warrants may be exercised will be specifiedat the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement relating to such warrants.
General We may sell through underwriters or dealers; through directly to purchasers; in transactions through a combination of In addition, we may sell some or all of the securities included in this prospectus through: a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction; purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; ordinary brokerage transactions and transactions in which a broker solicits purchasers; or privately negotiated transactions. In addition, we may enter into option or other types of transactions that require us or them to deliver or distribute the securities included inoffered through this prospectus in any one or more of the following ways:agents, dealers, agents;private “at the market offerings” to or through a market maker or into an existing trading market, or a securities exchange or otherwise;atnot involving market prices prevailing at the timemakers or established trading markets, including direct sales or privately negotiated transactions; orsale, at prices related to the prevailing market prices, or at negotiated prices.any of these methods of sale.• a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;• purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or• ordinary brokerage transactions and transactions in which a broker solicits purchasers.common sharessecurities to a broker-dealer, who will then resell or transfer the common sharessecurities under this prospectus. We may enter into hedging transactions with respect to our securities. For example, we may:• enter into transactions involving short sales of the common shares by broker-dealers;• sell common shares short themselves and deliver the shares to close out short positions;35
sell securities short and redeliver such securities to close out our short positions;
enter into option or other types of stock. transactions that require us to deliver securities to a broker-dealer or an affiliate thereof, who will then resell or transfer the securities under this prospectus; or
loan or pledge the securities to a broker-dealer or an affiliate thereof, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus.
The third party in such sale transactions will be an underwriter and, if not identifiedsecurities described in this prospectus may be distributed at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices. Any of the prices may represent a discount from the prevailing market prices.
At the time that any particular offering of securities is made, to the extent required by the Securities Act, a prospectus supplement will be identified indistributed setting forth the terms of the offering, including the aggregate number or amount of securities being offered; the purchase price or initial public offering price of the securities; the names of any underwriters, dealers or agents; the net proceeds to us from the sale of the securities; any delayed delivery arrangements; any underwriting discounts, commissions and other items constituting compensation from us; any discounts, commissions or concessions allowed or reallowed or paid to dealers, and any commissions paid to agents.
Market Making and Stabilization
Unless the applicable prospectus supplement (orstates otherwise, each series of offered securities will be a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
If a prospectus supplement so indicates, underwriters, brokers or dealers, in compliance with applicable law, may engage in transactions that stabilize, maintain or otherwise affect the market price of the offered securities, which may be higher than the price that might otherwise prevail in the open market.
Underwriters and Agents
If underwriters are used in the sale, the underwriters will acquire the securities for their own account for resale to the public, either on a firm commitment basis or a best efforts basis. The underwriters may resell the securities from time-to-time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters may change from time-to-time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
We havemay also sell the securities through agents designated from time-to-time. In the prospectus supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions payable to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
Dealers
If dealers are used in the sale of securities, we will sell the securities to them as principals. The dealers may then resell those securities to the public at varying prices determined by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.
Direct Sales
Securities may also be sold directly by us. In this case, no current plans for listingunderwriters or agents would be involved.
Institutional Purchasers
We may sell the debt securities on any securities exchangedirectly to institutional investors or onothers who may be deemed to be underwriters within the National Associationmeaning of the Securities Dealers, Inc. automated quotation system; any such listingAct with respect to any particular debt securitiessale of those securities. We will be describeddescribe the terms of any such sales in the applicable prospectus supplement.
Subscription Offerings
We may also make direct sales through subscription rights distributed to our existing stockholders on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to our stockholders, if all of the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities to third parties.
Underwriting Compensation
We will bear costs relating to all of the securities being registered under this registration statement of which this prospectus forms a part.
Any broker-dealers or other persons acting on our behalf that participate with us in the distribution of the sharessecurities may be deemed to be underwriters and any commissions received or profit realized by them on the resale of the sharessecurities may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended, or the Securities Act. As of the date of this prospectus, we are not a party to any agreement, arrangement or understanding between any broker or dealer and us with respect to the offer or sale of the securities pursuant to this prospectus.
Pursuant to a requirement by the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount to be received by any FINRA member or independent broker/dealer may not be greater than eight percent (8%) of the gross proceeds received by us for the sale of any securities being registered pursuant to SEC Rule 415 under the Securities Act. If more than 5% of the net proceeds of any offering of securities made under this prospectus will be received by a FINRA member participating in the offering or its affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Conduct Rule 5110(h).
Indemnification; Other Relationships
We may have agreements with agents, underwriters, dealers and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act. Agents, underwriters, dealers and remarketing firms, and their affiliates, may engage in transactions with, or perform services for, us in the ordinary course of business. This includes commercial banking and investment banking transactions.
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Our legal counsel, Vinson & Elkins L.L.P., Houston, Texas, will pass upon certain legal matters in connection with certain of the offered securities. Vinson & Elkins L.L.P. has in the past represented the lenders under our credit facilities. The validity of issuance of certain of the offered securities and other matters arising under Louisiana law are being passed upon by Sinclair Law Firm, L.L.C.,Cook, Yancey, King & Galloway, APLC, Shreveport, Louisiana. Legal counsel to any underwriters may pass upon legal matters for such underwriters.
The consolidated financial statements of Goodrich Petroleum Corporation Estimates of the oil and gas reserves of Goodrich Petroleum Corporation and related future net cash flows and the present values thereof as of December 31, 2006 and 2005, andappearing in Goodrich Petroleum Corporation’s Annual Report (Form 10-K) for each of the years in the three-year periodyear ended December 31, 2006,2011, and management’s assessment of the effectiveness of Goodrich Petroleum Corporation’s internal control over financial reporting as of December 31, 20062011, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by referencereference. Such consolidated financial statements are, and audited financial statements to be included in subsequently filed documents will be, incorporated herein and in the registration statement in reliance upon the reports of KPMGErnst & Young LLP independent registered public accounting firm, incorporatedpertaining to such financial statements and the effectiveness of our internal control over financial reporting as of the respective dates (to the extent covered by reference hereinconsents filed with the Securities and uponExchange Commission) given on the authority of saidsuch firm as experts in accounting and auditing. The audit report covering the December 31, 2006 consolidated financial statements refers to a change in the method of accounting for share-based payments.includedincorporated by reference in this prospectus and in our Annual Report onForm 10-K, as amended, for the year ended December 31, 2006, were based upon reserve reports prepared by Netherland, Sewell & Associates, Inc. as of December 31, 2006, December 31, 20052009, 2010 and December 31, 2004.2011. We have included and incorporated these estimates in reliance on the authority of such firm as an expert in such matters.37
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 14. | Other Expenses of Issuance and Distribution. |
Set forth allbelow are the expenses that will(other than underwriting discounts and commissions) expected to be paid by Goodrich Petroleum Corporationincurred in connection with the issuance and distribution of the securities. Allsecurities registered hereby. With the exception of the Securities and Exchange Commission registration fee, the amounts shownset forth below are estimates, except the registration fee.
| Securities and Exchange Commission registration fee | $ | 6,140 | ||
| Fees and expenses of accountants | 25,000 | |||
| Fees and expenses of legal counsel | 50,000 | |||
| Printing and engraving expenses | 25,000 | |||
| Miscellaneous (including any applicable listing fees, rating agency fees, trustee and transfer agent fees and expenses) | 18,860 | |||
| Total | $ | 125,000 | ||
Securities and Exchange Commission registration fee | $ | 68,200 | ||
Legal fees and expenses | 75,000 | |||
Accounting fees and expenses | 20,000 | |||
Printing expenses | 20,000 | |||
Miscellaneous | 1,800 | |||
|
| |||
Total | $ | 185,000 | ||
|
|
| Item 15. | Indemnification of Directors and Officers. |
Goodrich Petroleum Corporation
Section 145 of the Delaware General Corporation Lawinter alia, empowers (“DGCL”) provides that a Delaware corporation tomay indemnify any person who wasdirectors and officers as well as other employees and individuals against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or isinvestigative, other than a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than anderivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of another corporation, or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if hethey acted in good faith and in a manner hethey reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe histheir conduct was unlawful. Similar indemnityA similar standard is authorized for such persons againstapplicable in the case of derivative actions, except that indemnification extends only to expenses, (includingincluding attorneys’ fees) actually and reasonablyfees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any such threatened, pending or completed action or suit if suchindemnification where the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not haveseeking indemnification has been adjudgedfound liable to the corporation. Any suchThe statute provides that it is not exclusive of other indemnification that may be made only as authorized in each specific case upongranted by a determination by the shareholderscorporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or disinterested directors or by independent legal counsel in a written opinion that indemnification is proper because the indemnitee has met the applicable standard of conduct.
Article Eighth of the Certificate of Incorporation of Goodrich Petroleum Corporation eliminates the personal liability of each director of Goodrich Petroleum Corporation to Goodrich Petroleum Corporation and its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that such provision does not eliminate or limit the liability of a director (i) for any breach of such director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Title 8, Section 174 of the Delaware General Corporation Law,DGCL, as the same exists or as such provision may hereafter be amended, supplemented or replaced, or (iv) for any transactions from which such director derived an improper personal benefit.
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any other corporation, partnership, limited liability company, association, joint venture, trust, employee benefit plan or other enterprise which the person is or was serving at the request of Goodrich Petroleum Corporation (“corporate status”) against any and all losses, liabilities, costs, claims, damages and expenses actually and reasonably incurred by him or on his behalf by reason of his corporate status.
The Bylaws further provide that Goodrich Petroleum Corporation will pay the expenses reasonably incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses will be made only upon receipt of (i) a written undertaking executed by or on behalf of the person to be indemnified to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified by Goodrich Petroleum Corporation and (ii) satisfactory evidence as to the amount of such expenses.
Goodrich Petroleum Company, L.L.C.
Goodrich Petroleum Company, L.L.C. is a Louisiana limited liability company organized under the Louisiana Limited Liability Company Law.
The operating agreement of Goodrich Petroleum Company, L.L.C. provides for indemnification of managers, officers and other authorized persons to the fullest extent authorized or permitted by applicable law. The right to indemnification is a contract right and includes the right to be paid by Goodrich Petroleum Company, L.L.C. the expenses incurred in defending any such proceeding in advance of its final disposition. The operating agreement of Goodrich Petroleum Company, L.L.C. provides that an advancement of expenses incurred by a manager, officer or other authorized person in his capacity as such of Goodrich Petroleum Company, L.L.C. may be made only upon delivery to Goodrich Petroleum Company, L.L.C. of an undertaking to repay all advanced amounts if it is ultimately determined that such person is not entitled to be indemnified for those expenses.
The operating agreement of Goodrich Petroleum Company, L.L.C. eliminates the personal liability of each manager of Goodrich Petroleum Company, L.L.C. to Goodrich Petroleum Company, L.L.C. and its members for monetary damages for actions taken, or failed to be taken, as a member of the board of managers; provided, however, that such provision does not eliminate or limit the liability of a manager (i) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (ii) for any transactions from which such manager derived an improper personal benefit, and (iii) for any breach of such manager’s duty of loyalty to Goodrich Petroleum Company, L.L.C.
Further, the operating agreement of the Goodrich Petroleum Company, L.L.C. provides that Goodrich Petroleum Company, L.L.C. may maintain insurance on behalf of its managers, officers and other authorized persons.
| Item 16. | Exhibits. |
The following documents are filed as exhibits to this registration statement:
| 1 | .1* | — | Form of Underwriting Agreement | |||
| 4 | .1 | — | Amended and Restated Certificate of Incorporation of Goodrich Petroleum Corporation dated March 12, 1998 (Incorporated by reference to Exhibit 3.1 of the Registration Statement onForm S-1/A (RegistrationNo. 333-47078) filed November 22, 2000) | |||
| 4 | .2 | — | Bylaws of Goodrich Petroleum Corporation, as amended and restated (Incorporated by reference to Exhibit 3.3 of the Registration Statement onForm S-1/A (RegistrationNo. 333-47078) filed November 22, 2000) | |||
| 4 | .3 | — | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.6 of the Registration Statement onForm S-8 (RegistrationNo. 333-01077) filed on February 20, 1996) | |||
| 4 | .4 | — | Form of Senior Indenture (incorporated by reference to Exhibit 4.4 of the Registration Statement onForm S-3 (RegistrationNo. 333-121560) filed on December 12, 2004) | |||
| 4 | .5 | — | Form of Subordinated Indenture (incorporated by reference to Exhibit 4.5 of the Registration Statement onForm S-3 (RegistrationNo. 333-121560) filed on December 12, 2004) | |||
| 4 | .6* | — | Form of Senior Debt Securities | |||
| 4 | .7* | — | Form of Subordinated Debt Securities | |||
| 4 | .8* | — | Form of Warrant Agreement | |||
| 4 | .9* | — | Form of Warrant Certificate | |||
| 4 | .10* | — | Form of Depositary Agreement | |||
| 4 | .11* | — | Form of Depositary Receipt | |||
| 5 | .1** | — | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | |||
| 5 | .2** | — | Opinion of Sinclair Law Firm, L.L.C. as to matters involving Louisiana law | |||
| 12 | .1** | — | Computation of Ratio of Earnings to Fixed Charges | |||
| 12 | .2** | — | Computation of Ratio of Earnings to Fixed Charges and Preference Securities Dividends | |||
| 23 | .1** | — | Consent of KPMG LLP, Independent Registered Public Accounting Firm | |||
| 23 | .2** | — | Consent of Netherland Sewell & Associates, Inc. | |||
| 23 | .4 | — | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | |||
| 23 | .5 | — | Consent of Sinclair Law Firm, L.L.C. (included in Exhibit 5.2) | |||
| 24 | .1 | — | Powers of Attorney (included on the signature pages of this registration statement) |
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Exhibit | Description | |||
| 1.1* | — | Form of Underwriting Agreement. | ||
| 2.1 | Purchase Agreement by and between Goodrich Petroleum Company, L.L.C. and SND Operating, L.L.C., dated October 27, 2010 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on January 4, 2011). | |||
| 2.2 | — | Purchase Agreement by and between Goodrich Petroleum Company, L.L.C. and Memorial Resource Development, L.L.C., dated September 18, 2012 (incorporated by reference to exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on October 4, 2012). | ||
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Exhibit | Description | |||
| 3.1 | — | Certificate of Amendment of Restated Certificate of Incorporation of Goodrich Acquisition II, Inc., dated January 31, 1997 (incorporated by reference to Exhibit 3.1 B of the Company’s Third Amended Registration Statement on Form S-1 (Registration No. 333-47078) filed on December 8, 2000). | ||
| 3.2 | — | Certificate of Amendment of Restated Certificate of Incorporation of Goodrich Petroleum Corporation, dated March 12, 1998 (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K (File No. 001-12719) for the year ended December 31, 1997). | ||
| 3.3 | — | Certificate of Amendment of Restated Certificate of Incorporation of Goodrich Petroleum Corporation, dated May 9, 2002 (incorporated by reference to Exhibit 3.4 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on December 3, 2007). | ||
| 3.4 | — | Certificate of Amendment of Restated Certificate of Incorporation of Goodrich Petroleum Corporation, dated May 30, 2007 (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q (File No. 001-12719) filed on August 9, 2007). | ||
| 3.5 | — | Bylaws of the Company, as amended and restated (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-12719) filed on February 19, 2008). | ||
| 3.6 | — | Certificate of Designation of 5.375% Series B Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K (File No. 001-12719) filed on December 22, 2005). | ||
| 4.1 | — | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement filed February 20, 1996 on Form S-8 (File No. 33-01077)). | ||
| 4.2 | — | Indenture, dated December 6, 2006, between Goodrich Petroleum Corporation and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.12 of the Company’s Annual Report on Form 10-K (File No. 001-12719) for the year ended December 31, 2006). | ||
| 4.3 | — | Indenture, dated as of September 28, 2009, between Goodrich Petroleum Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on September 30, 2009). | ||
| 4.4 | — | First Supplemental Indenture dated as of September 28, 2009, between Goodrich Petroleum Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on September 30, 2009). | ||
| 4.5 | — | Form of 5.00% Convertible Senior Note due 2029 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on September 30, 2009). | ||
| 4.6 | — | Indenture (including the Form of Note), related to our 8.875% Senior Notes due 2019, dated as of March 2, 2011 among the Company, the Guarantor and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on March 8, 2011). | ||
| 4.7 | — | Registration Rights Agreement dated as of March 2, 2011 among the Company, the Guarantor and J.P. Morgan Securities LLC, as representative of the several initial purchasers (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on March 8, 2011). | ||
| 4.8 | — | Form of Senior Indenture. | ||
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Exhibit | Description | |||
| 4.9 | — | Form of Subordinated Indenture. | ||
| 4.10* | — | Form of Warrant Agreement. | ||
| 4.11* | — | Form of Warrant Certificate. | ||
| 4.12* | — | Form of Debt Securities. | ||
| 4.13* | — | Form of Depositary Agreement. | ||
| 4.14* | — | Form of Depositary Receipt. | ||
| 5.1 | — | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. | ||
| 5.2 | — | Opinion of Cook, Yancey, King & Galloway, APLC, as to matters involving Louisiana law. | ||
| 12.1 | — | Statement of Computation of Ratio of Earnings to Fixed Charges. | ||
| 12.2 | — | Statement of Computation of Ratio of Earnings to Fixed Charges and Preference Securities Dividends. | ||
| 23.1 | — | Consent of Ernst & Young LLP. | ||
| 23.2 | — | Consent of Netherland, Sewell & Associates, Inc. | ||
| 23.3 | — | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1). | ||
| 23.4 | — | Consent of Cook, Yancey, King & Galloway, APLC (contained in Exhibit 5.2). | ||
| 24.1 | — | Powers of Attorney (included on signature page). | ||
| 25.1** | — | Form T-1 Statement of Eligibility and Qualification | ||
| 25.2** | — | Form T-1 Statement of Eligibility and Qualification | ||
| * | To be filed by amendment or | |
| ** | ||
| To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule |
| Item 17. | Undertakings. |
The undersigned registrantsregistrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
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provided,however, that paragraphs (a)(1)(i), (a) and (1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrantsa Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant
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(5) That, for the purpose of determining liability of the registrantsa Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
(i) Any preliminary prospectus or prospectus of thean undersigned registrantsRegistrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of thean undersigned registrantsRegistrant or used or referred to by thean undersigned registrants;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about each of thean undersigned registrantsRegistrant or its securities provided by or on behalf of thean undersigned registrants;Registrant; and
(iv) Any other communication that is an offer in the offering made by thean undersigned registrantsRegistrant to the purchaser.
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(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of such registrant’sRegistrant’s annual report pursuant to sectionSection 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to sectionSection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(8) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee under each of its indentures to act under subsection (a) of Sectionsection 310 of the Trust Indenture Act of 1939, as amended (the “Act”(“Act”) in accordance with the rules and regulations prescribed by the SECCommission under section 305(b)(2)2 of the Act.
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Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 10, 2007.
| GOODRICH PETROLEUM CORPORATION | ||
| By: | /s/ | |
| Walter G. Goodrich | ||
| Chief Executive Officer | ||
POWERPOWERS OF ATTORNEYSATTORNEY
Each person whose signature appears below hereby constitutes and appoints each of David R. Looney and Walter G. Goodrich and Jan L. Schott, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 10, 2007.
Name | Title | ||
/s/ Walter G. Goodrich Walter G. Goodrich | Vice Chairman, Chief Executive Officer and Director (Principal Executive | ||
/s/ Jan L. Schott Jan. L. Schott | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||
/s/ Robert C. Turnham, Jr. Robert C. Turnham, Jr. | President, Chief Operating Officer and Director | ||
/s/ Dawn K. Smajstrla Dawn K. Smajstrla | |||
Vice President and Controller (Principal Accounting | |||
/s/ Henry Goodrich Henry Goodrich | Chairman — Emeritus, Director | ||
/s/ Patrick E. Malloy, III Patrick E. Malloy, III | Chairman of the Board of Directors | ||
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Name | Title | ||
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/s/ Michael J. Perdue
| Director | ||
/s/ Stephen M. Straty
| Director | ||
/s/ Arthur A. Seeligson
| Director | ||
/s/ Josiah T. Austin
| Director | ||
/s/ Peter D. Goodson
| Director | ||
/s/ Gene Washington Gene Washington | Director | ||
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Pursuant to the requirements of the Securities Act of 1933, as amended,each of the registrantregistrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 10, 2007.
| GOODRICH PETROLEUM COMPANY, L.L.C. | ||
| By: | /s/ | |
| Walter G. Goodrich | ||
| Chief Executive Officer | ||
Each person whose signature appears below hereby constitutes and appoints each of David R. Looney and Walter G. Goodrich and Jan L. Schott, and each of them, any of whom may act without the joinder of the other, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign on his behalf individually and in each capacity stated below any and all amendments (including post-effective amendments) to this registration statement,Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents and either of the,them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statementRegistration Statement has been signed by the following persons in the capacities indicated on August 10, 2007.
Name | Title | ||
/s/ Walter G. Goodrich Walter G. Goodrich | President, Chief Executive Officer and (Principal Executive | ||
/s/ Jan L. Schott Jan. L. Schott | |||
Senior Vice President and (Principal | |||
/s/ Robert C. Turnham, Jr. Robert C. Turnham, Jr. | President, Chief Operating Officer and | ||
/s/ Michael J. Killelea Michael J. Killelea | Senior Vice President, General Counsel Secretary and Manager | ||
/s/ Dawn K. Smajstrla Dawn K. Smajstrla | Vice President and Controller (Principal Accounting Officer) | ||
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| 1 | .1* | — | Form of Underwriting Agreement | |||
| 4 | .1 | — | Amended and Restated Certificate of Incorporation of Goodrich Petroleum Corporation dated March 12, 1998 (Incorporated by reference to Exhibit 3.1 of the Registration Statement onForm S-1/A (RegistrationNo. 333-47078) filed November 22, 2000) | |||
| 4 | .2 | — | Bylaws of Goodrich Petroleum Corporation, as amended and restated (Incorporated by reference to Exhibit 3.3 of the Registration Statement onForm S-1/A (RegistrationNo. 333-47078) filed November 22, 2000) | |||
| 4 | .3 | — | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.6 of the Registration Statement onForm S-8 (RegistrationNo. 333-01077) filed on February 20, 1996) | |||
| 4 | .4 | — | Form of Senior Indenture (incorporated by reference to Exhibit 4.4 of the Registration Statement onForm S-3 (RegistrationNo. 333-121560) filed on December 12, 2004) | |||
| 4 | .5 | — | Form of Subordinated Indenture (incorporated by reference to Exhibit 4.5 of the Registration Statement onForm S-3 (RegistrationNo. 333-121560) filed on December 12, 2004) | |||
| 4 | .6* | — | Form of Senior Debt Securities | |||
| 4 | .7* | — | Form of Subordinated Debt Securities | |||
| 4 | .8* | — | Form of Warrant Agreement | |||
| 4 | .9* | — | Form of Warrant Certificate | |||
| 4 | .10* | — | Form of Depositary Agreement | |||
| 4 | .11* | — | Form of Depositary Receipt | |||
| 5 | .1** | — | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | |||
| 5 | .2** | — | Opinion of Sinclair Law Firm, L.L.C. as to matters involving Louisiana law | |||
| 12 | .1** | — | Computation of Ratio of Earnings to Fixed Charges | |||
| 12 | .2** | — | Computation of Ratio of Earnings to Fixed Charges and Preference Securities Dividends | |||
| 23 | .1** | — | Consent of KPMG LLP, Independent Registered Public Accounting Firm | |||
| 23 | .2** | — | Consent of Netherland Sewell & Associates, Inc. | |||
| 23 | .4 | — | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | |||
| 23 | .5 | — | Consent of Sinclair Law Firm, L.L.C. (included in Exhibit 5.2) | |||
| 24 | .1 | — | Powers of Attorney (included on the signature pages of this registration statement) | |||
| 25 | .1** | — | Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Senior Indenture | |||
| 25 | .2*** | — | Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the Trustee under the Subordinated Indenture |
Exhibit | Description | |||
| 1.1* | — | Form of Underwriting Agreement. | ||
| 2.1 | — | Purchase Agreement by and between Goodrich Petroleum Company, L.L.C. and SND Operating, L.L.C., dated October 27, 2010 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on January 4, 2011). | ||
| 2.2 | — | Purchase Agreement by and between Goodrich Petroleum Company, L.L.C. and Memorial Resource Development, L.L.C., dated September 18, 2012 (incorporated by reference to exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on October 4, 2012). | ||
| 3.1 | — | Certificate of Amendment of Restated Certificate of Incorporation of Goodrich Acquisition II, Inc., dated January 31, 1997 (incorporated by reference to Exhibit 3.1 B of the Company’s Third Amended Registration Statement on Form S-1 (Registration No. 333-47078) filed on December 8, 2000). | ||
| 3.2 | — | Certificate of Amendment of Restated Certificate of Incorporation of Goodrich Petroleum Corporation, dated March 12, 1998 (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K (File No. 001-12719) for the year ended December 31, 1997). | ||
| 3.3 | — | Certificate of Amendment of Restated Certificate of Incorporation of Goodrich Petroleum Corporation, dated May 9, 2002 (incorporated by reference to Exhibit 3.4 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on December 3, 2007). | ||
| 3.4 | — | Certificate of Amendment of Restated Certificate of Incorporation of Goodrich Petroleum Corporation, dated May 30, 2007 (incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q (File No. 001-12719) filed on August 9, 2007). | ||
| 3.5 | — | Bylaws of the Company, as amended and restated (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K (File No. 001-12719) filed on February 19, 2008). | ||
| 3.6 | — | Certificate of Designation of 5.375% Series B Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K (File No. 001-12719) filed on December 22, 2005). | ||
| 4.1 | — | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement filed February 20, 1996 on Form S-8 (File No. 33-01077)). | ||
| 4.2 | — | Indenture, dated December 6, 2006, between Goodrich Petroleum Corporation and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.12 of the Company’s Annual Report on Form 10-K (File No. 001-12719) for the year ended December 31, 2006). | ||
| 4.3 | — | Indenture, dated as of September 28, 2009, between Goodrich Petroleum Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on September 30, 2009). | ||
| 4.4 | — | First Supplemental Indenture dated as of September 28, 2009, between Goodrich Petroleum Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on September 30, 2009). | ||
| 4.5 | — | Form of 5.00% Convertible Senior Note due 2029 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on September 30, 2009). | ||
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Exhibit | Description | |||
| 4.6 | — | Indenture (including the Form of Note), related to our 8.875% Senior Notes due 2019, dated as of March 2, 2011 among the Company, the Guarantor and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on March 8, 2011). | ||
| 4.7 | — | Registration Rights Agreement dated as of March 2, 2011 among the Company, the Guarantor and J.P. Morgan Securities LLC, as representative of the several initial purchasers (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 001-12719) filed on March 8, 2011). | ||
| 4.8 | — | Form of Senior Indenture. | ||
| 4.9 | — | Form of Subordinated Indenture. | ||
| 4.10* | — | Form of Warrant Agreement. | ||
| 4.11* | — | Form of Warrant Certificate. | ||
| 4.12* | — | Form of Debt Securities. | ||
| 4.13* | — | Form of Depositary Agreement. | ||
| 4.14* | — | Form of Depositary Receipt. | ||
| 5.1 | — | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered. | ||
| 5.2 | — | Opinion of Cook, Yancey, King & Galloway, APLC, as to matters involving Louisiana law. | ||
| 12.1 | — | Statement of Computation of Ratio of Earnings to Fixed Charges. | ||
| 12.2 | — | Statement of Computation of Ratio of Earnings to Fixed Charges and Preference Securities Dividends. | ||
| 23.1 | — | Consent of Ernst & Young LLP. | ||
| 23.2 | — | Consent of Netherland, Sewell & Associates, Inc. | ||
| 23.3 | — | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1). | ||
| 23.4 | — | Consent of Cook, Yancey, King & Galloway, APLC (contained in Exhibit 5.2). | ||
| 24.1 | — | Powers of Attorney (included on signature page). | ||
| 25.1** | — | Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture. | ||
| 25.2** | — | Form T-1 Statement of Eligibility and Qualification respecting the Subordinated Indenture. | ||
| * | To be filed by amendment or |
| ** | ||
| To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule |
II-9
II-11