Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GOODRICH PETROLEUM CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware | ||||
76-0466193 | ||||
(State or other jurisdiction of incorporation or organization) | ( | |||
Classification Code Number) | (IRS Employer Identification |
801 Louisiana, Suite 1320
700
Houston, Texas 77002
(713) 780-9494
(Address, including zip code, and telephone number, including area
Walter G. Goodrich
Chief Executive Officer
801 Louisiana, Suite 1320
700
Houston, Texas 77002
(713) 780-9494
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies toto::
James M. Prince
Vinson & Elkins L.L.P.
1001 Fannin, Street, Suite 2500
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 formForm 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.o¨
If this formForm 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.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 | |||||||||||||
Title of each class of | Amount to be | offering price | aggregate offering | |||||||||||
securities to be registered | registered | per share | price (1)(2) | Amount of registration fee | ||||||||||
3.25% Convertible Senior Notes due 2026 | $175,000,000 (1) | 100% (3) | $175,000,000 (3) | $5,373 | ||||||||||
Common Shares, par value $0.20 per share (4) | 3,122,263 (4) | N/A | N/A | N/A | ||||||||||
Total | $175,000,000 | $175,000,000 | $5,373 | |||||||||||
| ||||||||
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 | ||||
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(1) | Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. |
(2) | If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such amount as shall result in an aggregate initial offering price not to exceed $500,000,000, less the dollar amount of any registered securities previously issued. |
(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 any applicable antidilution provisions. |
(4) | The depositary shares being registered will be evidenced by depositary receipts issued under a depositary agreement. If Goodrich Petroleum Corporation elects to offer fractional interests in shares of preferred stock to the public, depositary receipts will be distributed to the investors purchasing the fractional interests, and the shares will be issued to the depositary under the depositary agreement. |
(5) | If a series of debt securities is guaranteed, such series will be guaranteed by Goodrich Petroleum Company, L.L.C. In accordance with Rule 457(n), no separate fee is payable with respect to the guarantee of the debt securities being registered. |
(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 Maximum Offering Price of all of the securities listed. Therefore, the table does not specify information as to the amount to be registered by each class or the Proposed Maximum Offering Price per Security. |
* | 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, L.L.C.
(Exact Name of Registrant As Specified In Its Charter)
incorporation or organization) | ||
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 SUBJECT TO COMPLETION, DATED JANUARY 22, 2013 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, L.L.C. We may offer and sell the securities listed above from time to 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 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 The securities 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 Investing in an offeroffers to buy these securities in any jurisdiction where the offer or sale is not permitted.SubjectCompletion, dated April 3, 2007Prospectus$175,000,0003.25% Convertible Senior Notes due 2026up to 3,122,263 Common SharesIssuable Upon Exchangein amounts, at prices and on terms that we will determine at the time of the Notes We issued $175 million aggregate principal amountoffering. Any debt securities we issue under this prospectus may be guaranteed by certain of our 3.25% Convertible Senior Notes due 2026 (the “notes”)subsidiaries, including Goodrich Petroleum Company, L.L.C. The aggregate initial offering price of the securities that we will offer will not exceed $500,000,000.private placement in December 2006. prospectus supplement describing the method and terms of the offering.tomay be offered and sold using this prospectus will be offered and soldon a delayed or continuous basis directly by the selling security holders named in this prospectusus, through agents, underwriters or in any amendmentdealers as designated from time to this prospectus. Holders may convert their notes at their option at any time, prior to the close of business on the second business day immediately preceding the maturity date under the following circumstances: (1) during any fiscal quarter (and only during such fiscal quarter) commencing after March 31, 2007, if the last reported sale price of our common stock is greater than or equal to 135% of the base conversion price of the notes (as defined in this offering memorandum) for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter; (2) prior to December 1, 2011, during the five business-day period after any 10 consecutive trading-day period (the “measurement period”) in which the trading price of $1,000 principal amount of notes for each trading day in the measurement period was less than 95% of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day; (3) if the notes have been called for redemption; or (4) upon the occurrence of specified corporate transactions described in this offering memorandum. Holders may also convert their notes at their option at any time beginning on November 1, 2026, and ending at the close of business on the second business day immediately preceding the maturity date. The base conversion rate is 15.1653 per $1,000 principal amount of notes (equal to a base conversion price of approximately $65.94 per share), subject to adjustment. If the applicable stock price (as defined in this offering memorandum) is greater than the base conversion price, then the applicable conversion rate will be increased pursuant to the formula described in this prospectus. Upon conversion, we will deliver, at our option, either (1) a number of shares of our common stock determined as set forth in this prospectus, or (2)through a combination of cashthese 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 sharesthe 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.common stock, if any, as described herein. In addition, following certain corporate transactions that also constitute a fundamental change (as definedsecurities.this prospectus), we will increase the applicable conversion rateour securities involves risk. Please see “Risk Factors” for a holder who elects to convert its notesdiscussion of certain risks that you should consider in connection with such corporate transactionsan investment in certain circumstances. If such fundamental change also constitutes a public acquirer change of control (as defined in this prospectus), we may, in lieu of increasing the applicable conversion rate as described above, elect to adjust the related conversion obligation so that the notes are convertible into shares of the acquiring or surviving company. On or after December 1, 2011, we may redeem for cash all or a portion of the notes at a redemption price of 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest (including contingent interest and additional interest, if any) to, but not including, the redemption date. Subject to certain conditions described in this offering memorandum, holders may require us to purchase all or a portion of their notes on each of December 1, 2011, December 1, 2016 and December 1, 2021. In addition, if we experience specified types of corporate transactions, holders may require us to purchase all or a portion of their notes. Any repurchase of the notes pursuant to these provisions will be for cash at a price equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest (including contingent interest and additional interest, if any) to, but excluding, the purchase date. The notes are our senior unsecured obligations and will rank equally in right of payment to all of our other existing and future senior indebtedness. The notes are effectively subordinated to all of our secured indebtedness, including indebtedness under our senior credit facility, to the extent of the value of our assets collateralizing such indebtedness. We have entered into a registration rights agreement with the initial purchasers, pursuant to which we agreed to file a shelf registration statement with the Securities and Exchange Commission covering resales of the notes and common stock issuable upon conversion of the notes, of which this prospectus is a part.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracydetermined if this prospectus is truthful or adequacy of this prospectus.complete. Any representation to the contrary is a criminal offense.
This prospectus is dated , 2007.
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You should rely only on the information contained or incorporated by reference in this prospectus.prospectus and any prospectus supplement. We have not authorized anyone to provide you with any otheradditional or different information. If anyone provides you with different or inconsistent information, you should not rely on it.
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Table of Contents
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, orwhich we refer to as the SEC,“SEC,” utilizing a “shelf”shelf registration process or continuous offering process. Under this shelf registration process, the selling security holderswe 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. This prospectus provides you with a general description of the securities whichwe may be offered by the selling security holders.offer. Each time a selling security holder sellswe sell securities, the selling security holder is required towe will provide you with this prospectus and, in certain cases, a prospectus supplement containingthat will contain specific information about the selling security holder and the terms of the securities being offered. That prospectus supplement may include additional risk factors or other special considerations applicable to thoseoffering and the offered securities. AnyThe prospectus supplement may also add, update or change information contained in this prospectus. If there is any inconsistency between the informationAny statement that we make in this prospectus andwill be modified or superseded by any prospectus supplement, you should rely on the informationinconsistent statement made by us in thata 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.”
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We are an independent oil and natural gas company engaged in the exploration, exploitation, development and production of oil and natural gas 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 Trend of East TexasTaylor Sand and Northwest Louisiana.
Our principal executive offices are located at 808 Travis Street,801 Louisiana, Suite 1320,700, Houston, Texas 77002, and our telephonephone number at this location is (713) 780-9494. Our website is located athttp://www.goodrichpetroleum.com. We also have an officemake 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 Shreveport, Louisiana. Our common stock“Where You Can Find More Information.”
ABOUT THE SUBSIDIARY GUARANTOR
Goodrich Petroleum Corporation is listed on the New York Stock Exchange under the symbol “GDP.”
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For additional information as to purchase additional notes. our and our subsidiary’s business, properties, and financial condition, please refer to the documents cited in “Where You Can Find More Information.”
WHERE YOU CAN FIND MORE INFORMATION
We entered into a registration rights agreement with the initial purchasers in the private offering in which we agreed, for the benefit of the holders of the notes, to file a shelf registration statementannual, quarterly and current reports and other information with the SEC by April 5, 2007 with respect(File No. 001-12719) pursuant to resalesthe 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 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 Section of the notesSEC at its Washington address. Please call the SEC at l-800-SEC-0330 for further information. Our filings are also available to the public through the SEC’s website atwww.sec.gov.
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 sharesinformation 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:
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 on April 11, 2012;
Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 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 7.01); and
The description of our common stock par value $0.20 per share (the “common stock” and together with the notes the “registrable securities”) issued upon the conversion thereof. We have complied with those deadlines. We also agreed to usecontained in our reasonable best efforts to cause the shelf registration statement on Form 8-B dated February 3, 1997, including any amendment to be declared effective underthat form that we may have filed in the Securities Act by August 3, 2007. We also agreed to keeppast, or may file in the shelf registration statement effective untilfuture, for the registrable securities are eligible to be sold underRule 144(k) underpurpose of updating the Securities Act or such earlier date as the registrable securities have been sold pursuant to the shelf registration statement. The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Notes” section of this prospectus contains a more detailed description of the terms of the notes.
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In addition, we incorporate by reference in this prospectus are estimates. These estimates are based on reports preparedany future filings made by our independent reserve engineers Netherland Sewell & Associates, Inc. and were calculated using oil and gas prices as of December 31, 2006. These prices will change and may be lower atGoodrich Petroleum Corporation with the time of production than those prices that prevailed at the end of 2006. Reservoir engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact manner. Estimates of economically recoverable oil and gas reserves and of future net cash flows necessarily depend upon a number of variable factors and assumptions, including:
Any statement contained in a document incorporated by reference herein shall be materially higherdeemed to be modified or lower. Actual future net cash flows also will be affected by factors such as:
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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 700
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.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in or incorporated by reference into this prospectus, or filings with the SEC and our public releases contain forward looking statements intended to qualify for the safe harbors from liability established by the SEC to be used to calculate discountedPrivate Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include information concerning future net cash flows for reporting purposes,production and which we use in calculating our pre-tax PV10 Value, is not necessarily the most appropriate discount factor based on interest rates in effectreserves, schedules, plans, timing of development, contributions from time to time and risks associated with us or the oil and gas industryproperties and marketing and midstream activities, and also include those statements accompanied by or that otherwise include the words “may,” “could,” “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “predicts,” “target,” “goal,” “plans,” “objective,” “potential,” “should,” or similar expressions or 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 general.
These forward-looking statements involve risk and uncertainties. Important factors including:
planned capital expenditures;
future drilling activity;
our first horizontal well in the Cotton Valley Trend, which is the first well we have drilled in the Cotton Valley Trend utilizing this technique. We have only limited experience drilling horizontal wells and there can be no assurance that this method of drilling will be as effective (or effective at all) as we currently expect it to be.financial condition;
business strategy, including our ability to drill the wells and conduct the operations which we currently have planned. Any delay in the drilling of new wells or significant increase in drilling costs could adversely affect our abilitysuccessfully transition to increase our reserves and production and reduce our revenues.more liquids-focused operations;
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uncertainties about the estimated quantities of global economic growth, the continued instability in the Middle East and other oil and gas producing regions and actions of the Organization of Petroleum Exporting Countries, or OPEC, and its maintenance of production constraints, as well as other economic, political, and environmental factors will continue to affect world supply and prices. Domestic natural gas prices fluctuate significantly in response to numerous factors including U.S. economic conditions, weather patterns, other factors affecting demand such as substitute fuels, the impact of drilling levels on crude oil and natural gas supply,reserves;
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 in the jurisdictions in which we or our subsidiary are doing business;
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 access issues that limit future drilling activities for liability under federal, state and foreign and local environmental laws and regulations;
the industry.
Henry Hub | ||||
Per Mmbtu | ||||
January 3, 2006 (high) | $ | 9.87 | ||
September 29, 2006 (low) | 3.63 | |||
December 29, 2006 | 5.50 | |||
March 9, 2007 | 7.06 |
WTI | ||||
Per barrel | ||||
July 14, 2006 (high) | $ | 77.03 | ||
November 17, 2006 (low) | 55.81 | |||
December 29, 2006 | 61.06 | |||
March 9, 2007 | 60.05 |
9operation partners;
our ability to repay our debt; and
other factors discussed in earnings an unrealized gain on derivative instruments not qualifying for hedge accounting“Risk Factors” and in the amount“Management’s Discussion and Analysis of $40.2 million. For financial reporting purposes, this unrealized gain was combined with a $2.1 million realized loss in 2006 resulting in a total unrealizedFinancial Condition and realized gain on derivative instruments not qualifying for hedge accounting in the amountResults of $38.1 million for 2006. This gain was recognized because the natural gas hedges were deemed ineffective for 2006, and all previously effective oil hedges were deemed ineffective for the fourth quarterOperations—Summary of 2006.
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We do not intend to publicly update or revise any prospectus supplementforward-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.
An investment in our securities involves a high degree of risk. You should carefully consider the risk factors and all of the documents we haveother information included in, or incorporated by reference. These factors include, among other things:
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Except as may be stated in the applicable prospectus supplement, we intend to use the net proceeds we receive allfrom any sales of the proceeds from the salesecurities by us under this prospectus and any accompanying prospectus supplement for general corporate 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 notes and our common shares issuable upon exchangenet proceeds of an offering of securities to a specific purpose will be determined at the time of the notes. Weoffering and will not receive any proceeds from these sales.
Sales Price | ||||||||
High | Low | |||||||
2005 | ||||||||
First quarter | $ | 25.39 | $ | 14.61 | ||||
Second quarter | 23.36 | 14.74 | ||||||
Third quarter | 24.80 | 19.00 | ||||||
Fourth quarter | 26.29 | 19.25 | ||||||
2006 | ||||||||
First quarter | $ | 29.60 | $ | 23.58 | ||||
Second quarter | 28.95 | 22.59 | ||||||
Third quarter | 35.95 | 26.34 | ||||||
Fourth quarter | 44.57 | 25.21 | ||||||
2007 | ||||||||
First quarter | $ | 36.90 | $ | 28.09 | ||||
Second quarter (through April 2, 2007) | $ | 34.00 | $ | 32.71 |
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The following table contains our consolidated ratios of earnings to fixed charges earnings consist of income before provision for income taxes plus fixed charges (excluding capitalized interest) and fixed charges consist of interest expensed and capitalized, amortization of debt discount and expense related to indebtedness, and the portion of rental expenses deemed to be representative of the interest factor attributable to leases for rental property. The following table sets forth our ratioratios of earnings to fixed charges plus preferred stock dividends for each of the periods indicated:
Year ended December 31, | ||||||||||||||||||||
2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||||
Ratio of earnings to fixed charges | 1.32 | (a | ) | 15.48 | 6.46 | (b | ) |
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) | Earnings for the | |
(b) | Earnings for the year ended December 31, |
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(c) | Earnings for the year ended December 31, 2010 were inadequate to cover fixed charges. The coverage deficiency was $262.2 million. |
(d) | Earnings for the year ended December 31, 2009 were inadequate to cover fixed charges. The coverage deficiency was $318.3 million. |
(e) | Earnings for the year ended December 31, 2007 were inadequate to cover fixed charges. The coverage deficiency was $59.5 million. |
(f) | Earnings for the nine months ended September 30, 2012 were inadequate to cover fixed charges and preference securities dividends. The coverage deficiency was $13.1 million. |
(g) | Earnings for the year ended December 31, 2011 were inadequate to cover fixed charges and preference securities dividends. The coverage deficiency was $37.8 million. |
(h) | Earnings for the year ended December 31, 2010 were inadequate to cover fixed charges and preference securities dividends. The coverage deficiency was $268.3 million. |
(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 $65.5 million. |
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be either our senior debt securities (“Senior Debt Securities”) or our subordinated debt securities (“Subordinated Debt Securities”). The Senior Debt Securities and the Subordinated Debt Securities will be issued under separate indentures among us, the Subsidiary Guarantors of such Debt Securities, if any, and a trustee to be determined (the “Trustee”). Senior Debt Securities will be issued under a “Senior Indenture” and Subordinated Debt Securities will be issued under a “Subordinated Indenture.” Together, the Senior Indenture and the Subordinated Indenture are called “Indentures.”
Unless the Debt Securities are guaranteed by our subsidiaries as described below, the rights of Goodrich Petroleum Corporation and sell pursuant to this prospectus any and allour creditors, including holders of the notes andDebt Securities, to participate in the Sharesassets of common stock issuableany subsidiary upon exchangethe latter’s liquidation or reorganization, will be subject to the prior claims of the notes.
We have advised us that they currently intend to sell the notes and the shares of common stock set forth below pursuant to this prospectus. Additional selling security holders may choose to sell notes and the shares of common stock from time to time upon notice to us. None of the selling security holders named below has, within the past three years, held any position, office or other material relationship with us or any of our predecessors or affiliates.
Number of | Number of | |||||||||||||||||||||||||||
Shares of | Number of | Shares of | ||||||||||||||||||||||||||
Amount of | Percentage | Percentage | Common | Shares of | Common Stock | |||||||||||||||||||||||
Notes | of Notes | of Notes | Amount of | Stock | Common Stock | Upon | ||||||||||||||||||||||
Beneficially | Beneficially | Beneficially | Notes to Be | Beneficially | That May Be | Completion of | ||||||||||||||||||||||
Owned ($) | Owned | Owned | Sold ()(1) | Owned(2)(3) | Sold(1)(3) | Offering(1) | ||||||||||||||||||||||
ACE Tempest Reinsurance Ltd. (4) | $ | 245,000 | * | 0.14 | % | $ | 245,000 | 4,371 | 4,371 | — | ||||||||||||||||||
Advent Convertible ARB Master (20) | $ | 3,703,000 | 2.12 | % | 2.12 | % | $ | 3,703,000 | 66,067 | 66,067 | — | |||||||||||||||||
Advent Enhanced Phoenix (20) | $ | 4,000,000 | 2.29 | % | 2.29 | % | $ | 4,000,000 | 71,366 | 71,366 | — | |||||||||||||||||
Alabama Children’s Hospital Foundation (5) | $ | 25,000 | * | 0.01 | % | $ | 25,000 | 446 | 446 | — | ||||||||||||||||||
Alcon Laboratories (20) | $ | 348,000 | * | 0.20 | % | $ | 348,000 | 6,209 | 6,209 | — | ||||||||||||||||||
Aristeia International Limited (6) | $ | 6,925,000 | 3.96 | % | 3.96 | % | $ | 6,925,000 | 123,552 | 123,552 | �� | |||||||||||||||||
Aristeia Partners LP (6) | $ | 1,075,000 | * | 0.61 | % | $ | 1,075,000 | 19,180 | 19,180 | — | ||||||||||||||||||
Arkansas Pers (5) | $ | 590,000 | * | 0.34 | % | $ | 590,000 | 10,526 | 10,526 | — | ||||||||||||||||||
Arlington County Employees Retirement System (20) | $ | 499,000 | * | 0.29 | % | $ | 499,000 | 8,903 | 8,903 | — |
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Number of | Number of | |||||||||||||||||||||||||||
Shares of | Number of | Shares of | ||||||||||||||||||||||||||
Amount of | Percentage | Percentage | Common | Shares of | Common Stock | |||||||||||||||||||||||
Notes | of Notes | of Notes | Amount of | Stock | Common Stock | Upon | ||||||||||||||||||||||
Beneficially | Beneficially | Beneficially | Notes to Be | Beneficially | That May Be | Completion of | ||||||||||||||||||||||
Owned ($) | Owned | Owned | Sold ()(1) | Owned(2)(3) | Sold(1)(3) | Offering(1) | ||||||||||||||||||||||
Bear Stearns & Co. Inc. (7) | $ | 30,060,000 | 17.18 | % | 17.18 | % | $ | 30,060,000 | 536,315 | 536,315 | — | |||||||||||||||||
Boilermakers Blacksmith Pension Trust (5) | $ | 1,100,000 | * | 0.63 | % | $ | 1,100,000 | 19,626 | 19,626 | — | ||||||||||||||||||
British Virgin Islands Social Security Board (20) | $ | 115,000 | * | 0.07 | % | $ | 115,000 | 2,052 | 2,052 | — | ||||||||||||||||||
Chrysler Corporation Master Retirement Trust (4) | $ | 1,105,000 | * | 0.63 | % | $ | 1,105,000 | 19,715 | 19,715 | — | ||||||||||||||||||
City University of New York (20) | $ | 100,000 | * | 0.06 | % | $ | 100,000 | 1,784 | 1,784 | — | ||||||||||||||||||
CNH CA Master Account, L.P. (8) | $ | 4,000,000 | 2.29 | % | 2.29 | % | $ | 4,000,000 | 71,366 | 71,366 | — | |||||||||||||||||
Delaware Public Employees Retirement System (4) | $ | 625,000 | * | 0.36 | % | $ | 625,000 | 11,151 | 11,151 | — | ||||||||||||||||||
Delta Airlines Master Trust — CV (4) | $ | 190,000 | * | 0.11 | % | $ | 190,000 | 3,390 | 3,390 | — | ||||||||||||||||||
Delta Airlines Master Trust (5) | $ | 235,000 | * | 0.13 | % | $ | 235,000 | 4,193 | 4,193 | — | ||||||||||||||||||
Delta Pilots Disability & Survivorship Trust — CV (4) | $ | 135,000 | * | 0.08 | % | $ | 135,000 | 2,409 | 2,409 | — | ||||||||||||||||||
F. M. Kirby Foundation, Inc. (4) | $ | 195,000 | * | 0.11 | % | $ | 195,000 | 3,479 | 3,479 | — | ||||||||||||||||||
Florida Power and Light (20) | $ | 645,000 | * | 0.37 | % | $ | 645,000 | 11,508 | 11,508 | — | ||||||||||||||||||
Fore Convertible Master Fund, Ltd. (19) | $ | 5,056,000 | 2.89 | % | 2.89 | % | $ | 5,056,000 | 90,207 | 90,207 | — | |||||||||||||||||
Fore Erisa Fund, Ltd. (19) | $ | 444,000 | * | 0.25 | % | $ | 444,000 | 7,922 | 7,922 | — | ||||||||||||||||||
FPL Group Employees Pension Plan (5) | $ | 450,000 | * | 0.26 | % | $ | 450,000 | 8,029 | 8,029 | — | ||||||||||||||||||
GMIMCO Trust (20) | $ | 500,000 | * | 0.29 | % | $ | 500,000 | 8,921 | 8,921 | — | ||||||||||||||||||
Governing Board Employees Benefit Plan of the City of Detroit (20) | $ | 9,000 | * | 0.01 | % | $ | 9,000 | 161 | 161 | — | ||||||||||||||||||
Grady Hospital Foundation (20) | $ | 95,000 | * | 0.05 | % | $ | 95,000 | 1,695 | 1,695 | — | ||||||||||||||||||
Healthcare Georgia Foundation (20) | $ | 41,000 | * | 0.02 | % | $ | 41,000 | 732 | 732 | — | ||||||||||||||||||
HFRCA Opportunity Master Fund (20) | $ | 164,000 | * | 0.09 | % | $ | 164,000 | 2,926 | 2,926 | — | ||||||||||||||||||
Highbridge International LLC (9) | $ | 19,500,000 | 11.14 | % | 11.14 | % | $ | 19,500,000 | 347,909 | 347,909 | — | |||||||||||||||||
Independence Blue Cross (20) | $ | 431,000 | * | 0.25 | % | $ | 431,000 | 7,690 | 7,690 | — | ||||||||||||||||||
International Truck & Engine Corporation Non—Contributory Retirement Plan Trust (4) | $ | 110,000 | * | 0.06 | % | $ | 110,000 | 1,963 | 1,963 | — | ||||||||||||||||||
International Truck & Engine Corporation Retiree Health Benefit Trust (4) | $ | 65,000 | * | 0.04 | % | $ | 65,000 | 1,160 | 1,160 | — | ||||||||||||||||||
International Truck & Engine Corporation Retirement Plan for Salaried Employees Trust (4) | $ | 60,000 | * | 0.03 | % | $ | 60,000 | 1,070 | 1,070 | — |
26
Number of | Number of | |||||||||||||||||||||||||||
Shares of | Number of | Shares of | ||||||||||||||||||||||||||
Amount of | Percentage | Percentage | Common | Shares of | Common Stock | |||||||||||||||||||||||
Notes | of Notes | of Notes | Amount of | Stock | Common Stock | Upon | ||||||||||||||||||||||
Beneficially | Beneficially | Beneficially | Notes to Be | Beneficially | That May Be | Completion of | ||||||||||||||||||||||
Owned ($) | Owned | Owned | Sold ()(1) | Owned(2)(3) | Sold(1)(3) | Offering(1) | ||||||||||||||||||||||
JMG Capital Partners, LP (10) | $ | 2,650,000 | 1.51 | % | 1.51 | % | $ | 2,650,000 | 47,280 | 47,280 | — | |||||||||||||||||
JMG Triton Offshore Fund, Ltd (11) | $ | 1,350,000 | * | 0.77 | % | $ | 1,350,000 | 24,086 | 24,086 | — | ||||||||||||||||||
Kamunting Street Capital Management, L.P. (12) | $ | 4,000,000 | 2.29 | % | 2.29 | % | $ | 4,000,000 | 71,366 | 71,366 | — | |||||||||||||||||
Louisiana CCRF (5) | $ | 80,000 | * | 0.05 | % | $ | 80,000 | 1,427 | 1,427 | — | ||||||||||||||||||
Lyxor Master Trust Fund (20) | $ | 133,000 | * | 0.08 | % | $ | 133,000 | 2,373 | 2,373 | — | ||||||||||||||||||
Microsoft Capital Group, L.P. (4) | $ | 110,000 | * | 0.06 | % | $ | 110,000 | 1,963 | 1,963 | — | ||||||||||||||||||
National Railroad Investment Trust (4) | $ | 595,000 | * | 0.34 | % | $ | 595,000 | 10,616 | 10,616 | — | ||||||||||||||||||
Nisswa Master Fund Ltd. (13) | $ | 1,000,000 | * | 0.57 | % | $ | 1,000,000 | 29,942 | 17,842 | 12,100 | ||||||||||||||||||
Nuveen Preferred & Convertible Fund JQC (5) | $ | 2,500,000 | 1.43 | % | 1.43 | % | $ | 2,500,000 | 44,604 | 44,604 | — | |||||||||||||||||
Nuveen Preferred & Convertible Income Fund JPC (5) | $ | 1,765,000 | 1.01 | % | 1.01 | % | $ | 1,765,000 | 31,490 | 31,490 | — | |||||||||||||||||
Occidental Petroleum Corporation (20) | $ | 225,000 | * | 0.13 | % | $ | 225,000 | 4,014 | 4,014 | — | ||||||||||||||||||
OCM Convertible Trust (4) | $ | 335,000 | * | 0.19 | % | $ | 335,000 | 5,977 | 5,977 | — | ||||||||||||||||||
OCM Global Convertible Securities Fund (4) | $ | 140,000 | * | 0.08 | % | $ | 140,000 | 2,498 | 2,498 | — | ||||||||||||||||||
Partner Reinsurance Company Ltd. (4) | $ | 245,000 | * | 0.14 | % | $ | 245,000 | 4,371 | 4,371 | — | ||||||||||||||||||
Police & Fire Retirement System of the City of Detroit (20) | $ | 318,000 | * | �� | 0.18 | % | $ | 318,000 | 5,674 | 5,674 | — | |||||||||||||||||
Pro Mutual (20) | $ | 631,000 | * | 0.36 | % | $ | 631,000 | 11,258 | 11,258 | — | ||||||||||||||||||
Qwest Occupational Health Trust (4) | $ | 75,000 | * | 0.04 | % | $ | 75,000 | 1,338 | 1,338 | — | ||||||||||||||||||
Qwest Pension Trust (4) | $ | 465,000 | * | 0.27 | % | $ | 465,000 | 8,296 | 8,296 | — | ||||||||||||||||||
Raytheon Phoenix (20) | $ | 337,000 | * | 0.19 | % | $ | 337,000 | 6,013 | 6,013 | — | ||||||||||||||||||
S.A.C. Arbitrage Fund, LLC (14) | $ | 4,000,000 | 2.29 | % | 2.29 | % | $ | 4,000,000 | 71,366 | 71,366 | — | |||||||||||||||||
San Francisco City and County ERS (20) | $ | 987,000 | * | 0.56 | % | $ | 987,000 | 17,610 | 17,610 | — | ||||||||||||||||||
Sandelman Partners Multi—Strategy Master Fund Ltd. (15) | $ | 11,500,000 | 6.57 | % | 6.57 | % | $ | 11,500,000 | 205,177 | 205,177 | — | |||||||||||||||||
Satellite Convertible Arbitrage Master Fund LLC (16) | $ | 10,000,000 | 5.71 | % | 5.71 | % | $ | 10,000,000 | 227,335 | 178,415 | 48,920 | |||||||||||||||||
Seattle City Employee Retirement System (20) | $ | 59,000 | * | 0.03 | % | $ | 59,000 | 1,053 | 1,053 | — | ||||||||||||||||||
Stark Master Fund Ltd. (17) | $ | 19,000,000 | 10.86 | % | 10.86 | % | $ | 19,000,000 | 338,989 | 338,989 | — |
27
Number of | Number of | |||||||||||||||||||||||||||
Shares of | Number of | Shares of | ||||||||||||||||||||||||||
Amount of | Percentage | Percentage | Common | Shares of | Common Stock | |||||||||||||||||||||||
Notes | of Notes | of Notes | Amount of | Stock | Common Stock | Upon | ||||||||||||||||||||||
Beneficially | Beneficially | Beneficially | Notes to Be | Beneficially | That May Be | Completion of | ||||||||||||||||||||||
Owned ($) | Owned | Owned | Sold ()(1) | Owned(2)(3) | Sold(1)(3) | Offering(1) | ||||||||||||||||||||||
Starvest Convertible Securities Fund (20) | $ | 31,000 | * | 0.02 | % | $ | 31,000 | 553 | 553 | — | ||||||||||||||||||
State of Oregon Equity (5) | $ | 1,700,000 | * | 0.97 | % | $ | 1,700,000 | 30,331 | 30,331 | — | ||||||||||||||||||
Teachers Retirement System of the City of New York (20) | $ | 831,000 | * | 0.47 | % | $ | 831,000 | 14,826 | 14,826 | — | ||||||||||||||||||
Trust for the Defined Benefit Plans of ICI American Holdings, Inc. (4) | $ | 115,000 | * | 0.07 | % | $ | 115,000 | 2,052 | 2,052 | — | ||||||||||||||||||
Trustmark Insurance Company (20) | $ | 204,000 | * | 0.12 | % | $ | 204,000 | 3,640 | 3,640 | — | ||||||||||||||||||
UnumProvident Corporation (4) | $ | 160,000 | * | 0.09 | % | $ | 160,000 | 2,855 | 2,855 | — | ||||||||||||||||||
US Bank FBO Essentia Health Systems (5) | $ | 60,000 | * | 0.03 | % | $ | 60,000 | 1,070 | 1,070 | — | ||||||||||||||||||
Vanguard Convertible Securities Fund, Inc. (4) | $ | 2,015,000 | 1.15 | % | 1.15 | % | $ | 2,015,000 | 35,951 | 35,951 | — | |||||||||||||||||
Vicis Capital Master Fund (18) | $ | 2,000,000 | 1.14 | % | 1.14 | % | $ | 2,000,000 | 35,683 | 35,683 | — | |||||||||||||||||
Virginia Retirement System (4) | $ | 880,000 | * | 0.50 | % | $ | 880,000 | 15,701 | 15,701 | — | ||||||||||||||||||
Total | $ | 153,336,000 | 87.62 | % | 87.62 | % | $ | 153,336,000 | 2,796,764 | 2,735,744 | 61,020 |
28
29
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 this description, referencesany 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 will be our unsecured obligations.
The Subordinated Debt Securities will be subordinated in right of payment to “the Company,” “we,” “our”the prior payment in full of all of our Senior Debt (as defined) as described under “— Subordination of Subordinated Debt Securities” and “us” refer onlyin 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.
If specified in the prospectus supplement respecting a particular series of Debt Securities, Goodrich Petroleum CorporationCompany, L.L.C. and notany other of our future subsidiaries specified in the prospectus supplement (each a “Subsidiary Guarantor”) will fully and unconditionally guarantee (the “Subsidiary Guarantee”) that series as described under “— Subsidiary Guarantee” and in the prospectus supplement. Each Subsidiary Guarantee will be an unsecured obligation of the Subsidiary Guarantor. A Subsidiary Guarantee of Subordinated Debt Securities will be subordinated to its subsidiaries.
The notes:
the title of the Debt Securities; |
(2) | whether the Debt Securities are |
(3) | whether any Subsidiary Guarantor will provide a Subsidiary Guarantee of the Debt Securities; |
(4) | any limit on the aggregate principal amount of | |
any terms upon which the Debt Securities may be redeemed, in whole or in part, at our option; |
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 |
(15) | any other terms of the |
Debt Securities, including any Debt Securities that 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 notes are our general unsecured, senior obligations and rank equallyindebtedness 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 subordinated in right of payment withto the prior payment in full of all of our existingSenior Debt, including the Senior Debt Securities, and futureit may also be senior indebtedness, including our indebtedness under our revolving credit facility and term loan. The notes are our effectively subordinatedin right of payment to all of our existing and future secured indebtedness, including indebtedness under our revolving credit facility,Subordinated Debt. The prospectus supplement relating to any Subordinated Debt Securities will summarize the extentsubordination provisions of the valueSubordinated Indenture applicable to that series including:
the applicability and effect of collateral securing such indebtedness. As of December 31, 2006, we had approximately $26.5 million of outstanding senior indebtedness andprovisions upon any payment or distribution respecting that series following any liquidation, dissolution or other liabilities (excluding trade payables, accrued expenses and intercompany liabilities), all of which represented secured indebtedness. The notes are structurally subordinated to all of this indebtedness.
the notes protectionapplicability and effect of such provisions in the event of specified defaults with respect to any Senior Debt, including the circumstances under which and the periods during which we will be prohibited from making payments on the Subordinated Debt Securities; and
the definition of Senior Debt applicable to the Subordinated Debt Securities of that series and, if the series is issued on a highly leveraged transaction involvingsenior subordinated basis, the Company ordefinition of Subordinated Debt applicable to that series.
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 eventprospectus 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 Guarantors will guarantee the Debt Securities of a declineseries. Unless otherwise indicated in the creditprospectus supplement, the following provisions will apply to the Subsidiary Guarantee of the CompanySubsidiary Guarantor.
Subject to the limitations described below and in the prospectus supplement, one or more of the Subsidiary Guarantors 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 Guarantors 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.
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 resultSubordinated 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 a takeover, recapitalization, highly leveraged transactionthe 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 restructuring involvinglaws affecting the Companyrights of creditors generally.
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 could adversely affect such holders.
30
Form, Exchange and Transfer
The Debt Securities of each series will be issuable only in open market purchases or negotiated transactionsfully registered form, without prior notice to holders.
At the Notes; Paying Agent and Registrar; Transfer and Exchange
Subject to the holdersterms of these notesthe applicable Indenture and (ii)the limitations applicable to holders having an aggregate principal amount of more than $5.0 million either by check mailed to each holder or, upon application by a holder to the registrar not later than the relevant record date, by wire transfer in immediately available funds to that holder’s account within the United States, which application shall remain in effect until the holder notifies, in writing, the registrar to the contrary.
If the Debt Securities of any note in certificated form for a periodseries (or of 15 days before the mailing of a notice of redemption.
31
32
33
34
Notwithstanding any provision of business on the third scheduled trading day prior to the redemption date, even if the notes are not otherwise convertible at such time, after which time the holder’s right to convert will expire unless we defaultIndentures 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 paymentname of any Person other than the redemption price.
35
36
All certificated Debt Securities issued in exchange for each $1,000 principal amounta Global Security or any portion thereof will be registered in such names as the Depositary may direct.
As long as the Depositary, or its nominee, is the registered holder of notes to be converted, is an amount equal toa Global Security, the applicable conversion rate forDepositary or such notes multiplied by the applicable stock price for such notes.
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 dividend or distribution,participant (with respect to interests of Persons 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 Guarantors, the Trustees or the effective dateagents of us, the Subsidiary Guarantors 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 share split or share combination, asbeneficial interests.
Payment and Paying Agents
Unless otherwise indicated in the case may be;
37
38
39
Unless otherwise indicated in the applicable prospectus supplement, principal of the 10 consecutive trading-day period commencingand any premium and interest on the trading day next succeedingDebt Securities of a particular series will be payable at the date such tender or exchange offer expires;
40
All money paid by us to a Paying Agent for the payment of the base conversion rate. Ifprincipal of or any premium or interest on any Debt Security which remains unclaimed at the adjustment is not made because the adjustment does not change the base conversion rate by at least 1%, then the adjustment that is not madeend of two years after such principal, premium or interest has become due and payable will be carried forwardrepaid to us, and takenthe Holder of such Debt Security thereafter may look only to us for payment.
Consolidation, Merger and Sale of Assets
Unless otherwise specified in the prospectus supplement, we may not consolidate with or merge into, account in any future adjustment. All required calculations will be made to the nearest cent or 1/1000th of a share, as the case may be. Notwithstanding the foregoing, if the notes are called for redemption, all adjustments not previously made will be made for all notes to be converted after our notice of redemption to the applicable redemption date.
41
Stock Price | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective Date | $43.96 | $50.00 | $55.00 | $60.00 | $65.00 | $70.00 | $80.00 | $90.00 | $100.00 | $120.00 | $140.00 | $160.00 | $180.00 | $200.00 | ||||||||||||||||||||||||||||||||||||||||||
December 6, 2006 | 7.5827 | 6.8099 | 5.9698 | 5.3228 | 4.8167 | 4.2605 | 3.3635 | 2.7301 | 2.2664 | 1.6456 | 1.2581 | 0.9978 | 0.8126 | 0.6749 | ||||||||||||||||||||||||||||||||||||||||||
December 1, 2007 | 7.5827 | 6.5481 | 5.6634 | 4.9904 | 4.4713 | 3.9110 | 3.0228 | 2.4097 | 1.9709 | 1.4004 | 1.0567 | 0.8319 | 0.6750 | 0.5599 | ||||||||||||||||||||||||||||||||||||||||||
December 1, 2008 | 7.5827 | 6.1741 | 5.2364 | 4.5345 | 4.0037 | 3.4434 | 2.5765 | 1.9986 | 1.5989 | 1.1026 | 0.8192 | 0.6411 | 0.5200 | 0.4323 | ||||||||||||||||||||||||||||||||||||||||||
December 1, 2009 | 7.5827 | 5.7034 | 4.6829 | 3.9359 | 3.3871 | 2.8279 | 1.9969 | 1.4756 | 1.1367 | 0.7493 | 0.5482 | 0.4292 | 0.3507 | 0.2943 | ||||||||||||||||||||||||||||||||||||||||||
December 1, 2010 | 7.5827 | 5.1217 | 3.9339 | 3.0926 | 2.5060 | 1.9498 | 1.1959 | 0.7883 | 0.5622 | 0.3511 | 0.2612 | 0.2111 | 0.1771 | 0.1515 | ||||||||||||||||||||||||||||||||||||||||||
December 1, 2011 | 7.5827 | 4.8347 | 3.0165 | 1.5014 | 0.2193 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 |
42
(1) | |||
The successor Person (if not us) will be substituted for us under the applicable conversion rate shall not exceed 22.7480 per $1,000 principal amount of notes on account of adjustments described in this section, subjectIndenture with the same effect as if it had been an original party to the adjustments set forth in clauses (1) through (5) of “— Conversion Rate Adjustments.”
Events of control (as defined below), we may,Default
Unless otherwise specified in lieuthe prospectus supplement, each of increasingthe following will constitute an Event of Default under the applicable conversion rate by a numberIndenture with respect to Debt Securities of additional shares as described in “— Adjustment to Shares Delivered Upon Conversion Upon Certain Fundamental Changes” above, elect to adjust the related conversion obligation such that from and after the effective date of such public acquirer change of control, holders of the notes will be entitled to convert their notes (subject to the satisfaction of the conditions to conversion described under “— Conversion Rights”) into a number of shares of public acquirer common stock (as defined below), still subject to our right to elect to deliver cash and shares of our common stock and the arrangements for payment upon conversion as set forth above under “— Payment Upon Conversion.” If we make such an election in the manner described below, from and after the effect time of such public acquirer change of control:
failure to pay principal of or any premium on any Debt Security of that series when due, whether or not, in the | |||
43
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; |
failure to |
(4) | failure to | ||
failure to perform any of our other covenants in such Indenture (other than a covenant included in such Indenture solely for the | |||
44
any Debt of ourself, any Significant Subsidiary or, if a Subsidiary Guarantor has guaranteed the | |||
45
any judgment or decree for the | |||
certain events of bankruptcy, insolvency or reorganization affecting us, any Significant Subsidiary or, if a Subsidiary Guarantor has guaranteed the | |||
(9) | if | ||
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 |
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If an Event of the holders could discourage a potential acquirer of us. The fundamental change purchase feature, however, is not the result of management’s knowledge of any specific effort to obtain control of us by any means or part of a plan by management to adopt a series of anti-takeover provisions.
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Subject to the provisions of the indentureIndentures relating to the duties of the trustee, ifTrustees in case an eventEvent of default occursDefault has occurred and is continuing, the trusteeno Trustee will be under noany obligation to exercise any of theits rights or powers under the indentureapplicable Indenture at the request or direction of any of the holdersHolders, unless such holdersHolders have offered to such Trustee reasonable security or indemnity. Subject to such provisions for the trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal or interest, including any additional interest when due, no holder may pursue any remedy with respect to the indenture or the notes unless:
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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 the event an event of default has occurred and is continuing, the trusteesuch Debt Security or, if applicable, to convert such Debt Security.
We will be required in the exerciseto furnish to each Trustee annually a statement by certain of its powersour officers, to use the degree of care that a prudent person would use in the conduct of its own affairs. The trustee, however, may refusetheir knowledge, as to follow any direction that conflicts with law or the indenture or that the trustee determines is unduly prejudicial to the rights of any other holder or that would involve the trustee in personal liability. Prior to taking any action under the indenture, the trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by takingwhether or not taking such action.
Modification and Waiver
We may modify or amend an Indenture without the trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof knowconsent of any default that occurred duringholders of the previous year. The Company also is required to deliver to the trustee, within 30 days after the occurrence thereof, written noticeDebt 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 any events which would constitute certain defaults, their status and what action the Company is taking or proposes to take in respect thereof.
(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 an outstanding note affected, no amendment may, among other things:
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 note;
(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 rightpurpose of determining the Holders of Outstanding Debt Securities of any holderseries entitled to receivegive 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.
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 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 including additional interest, on such holder’s notes onto the Stated Maturity or afterredemption 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 due dates thereforextent indicated in the applicable prospectus supplement, we may elect, at our option at any time, to have our obligations discharged under provisions relating to defeasance and discharge of indebtedness, which we call “legal defeasance,” or relating to defeasance of certain restrictive covenants applied to the Debt Securities of any series, or to institute suit forany specified part of a series, which we call “covenant defeasance”.
Legal Defeasance. The Indentures provide that, upon our exercise of our option (if any) to have the enforcementlegal defeasance provisions applied to any series of any payment on orDebt Securities, we and, if applicable, each Subsidiary Guarantor will be discharged from all our obligations, and, if such Debt Securities are Subordinated Debt Securities, the provisions of the Subordinated Indenture relating to subordination will cease to be effective, with respect to such holder’s notes;
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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. The Indentures provide that, upon our exercise of our option (if any) to have the Company;
If we exercise either our legal defeasance or covenant defeasance option, any Subsidiary Guarantee will not have any rights as stockholders of the Company (including, without limitation, voting rights and rights to receive any dividends or other distributions on our common stock).
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No director, officer, employee, incorporator, stockholder, member, partner or partnertrustee of the Company or any Subsidiary Guarantor, as such, willshall have any liability for any obligations of the Company or any Subsidiary Guarantor under the notes,Debt Securities, the indentureIndentures or any Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes byBy accepting a note waivesDebt Security, each Holder shall be deemed to have waived and releasesreleased all such liability. The waiver and release areshall be a part of the consideration for issuancethe issue of the notes.
Notices
Notices to Holders of Debt Securities will be responsible for making all calculations called for undergiven by mail to the notes. These calculations include, but are not limited to, determinationsaddresses of such Holders as they may appear in the Security Register.
Title
We, the Subsidiary Guarantors, the Trustees and any agent of us, the Subsidiary Guarantors or a Trustee may treat the Person in whose name a Debt Security is registered as the absolute owner of the last reported sale pricesDebt Security (whether or not such Debt Security may be overdue) for the purpose of our common stock, accrued interest payable on the notes,making payment and for all other purposes.
Governing Law
The Indentures and the applicable conversion rate of the notes and any adjustments thereto. WeDebt Securities will make all these calculations in good faith and, absent manifest error, our calculations will be final and binding on holders of notes. We will provide a schedule of our calculations to each of the trustee and the conversion agent, and each of the trustee and conversion agent is entitled to rely conclusively upon the accuracy of our calculations without independent verification. The trustee will forward our calculations to any holder of notes upon the request of that holder.
The Trustee
We will enter into the Indentures with a Trustee that is qualified to act under the initial private placementTrust 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.
Resignation or Removal of Trustee. If the Trustee has or acquires a conflicting interest within the meaning of the notes, we andTrust Indenture Act, the initial purchasers entered into a registration rights agreement.
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The Trustee may resign or be removed by Reference” for information on obtainingus with respect to one or more series of Debt Securities and a copysuccessor Trustee may be appointed to act with respect to any such series. The holders of a majority in aggregate principal amount of the registration rights agreement.
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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 January 1, 2013, our authorized capital stock is 60,000,000was 110,000,000 shares. Those shares consistconsisted of (a) 10,000,000 shares of preferred stock, $1.00 par value, 2,250,000 of which are outstanding,were outstanding; and (b) 50,000,000100,000,000 shares of common stock, $0.20 par value, of which 28,300,81336,721,766 shares were issued and outstandingoutstanding. In addition, as of April 3, 2007. We have reservedJanuary 1, 2013, (a) 3,587,850 shares of our common stock were reserved for issuance uponpursuant to the conversion of our Series B Preferred Stock. In addition, asconvertible preferred stock, (b) 6,506 shares of April 3, 2007 approximately 1,900,000common 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, in addition to 983,300 outstandingof which options to purchase 900,984 shares at a weighted average exercise price of $20.67$21.57 per share.
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 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.
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 ComputerShare Investor Services, LLC.
Preferred Stock
As of the date of this prospectus, we have 7,750,000 shares of authorized but unissued preferred stock whichthat 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. | |||
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The rights of any class or series of preferred stock may include, among others:
general or special voting rights;
preferential liquidation or preemptive 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 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.
Series B Convertible Preferred Stock
As of April 3, 2007,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 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.
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.
Redemption.Redemption. The Series B Convertible Preferred Stock is non-redeemable by us.
Fundamental 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 $50
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.
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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 66 2/3%2 / 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 ourthe 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.
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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 provides 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, exceptincluding 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 a director.
Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of the fact that he or she was a director, officer, employee or agent of the corporation or was serving at the request of the corporation against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful. Our bylaws provide that we may indemnify our directors, officers, employees and agents to the fullest extent permitted by Delaware law.
DESCRIPTION OF DEPOSITARY SHARES
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 liabilitydepositary 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 on Form 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 follows:
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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 outstanding. The depositary agreement may be terminated by the Bank Depositary or us only if (1) all outstanding depositary shares have been redeemed or (2) there has been a final distribution in respect of the preferred stock in connection with any liquidation, dissolution or winding up of our company and such distribution has been distributed to the holders of depositary receipts.
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 million.
General
We may issue warrants for the purchase of our common stock, preferred stock or debt securities or any combination thereof. Warrants may be issued independently or together with our common stock, preferred stock or debt 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. The warrant agent will act solely as our agent in connection with the warrants. The warrant agent will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. Warrants will be offered and exercisable for United States dollars only. Warrant will be issued in registered form only. This is a summary of certain provisions of the warrants is not complete. For the terms of a particular series of warrants, you should refer to the prospectus supplement for that series of warrants and the warrant agreement for that particular series.
Stock Warrants
The prospectus supplement relating to a particular series of warrants to purchase our 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 or 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 relevant to holdersconsiderations;
the anti-dilution provisions of the notes and, where noted, warrants, if any;
the common stock issuableredemption 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 conversionchange in control; and
any additional terms of the notes. All referenceswarrants, including terms, procedures, and limitations relating to “holders” (including U.S. holdersthe exchange, exercise and Non-U.S. holders, as defined below) are to beneficial ownerssettlement of the notes. The discussion below deals only with holders who hold noteswarrants.
Holders of equity warrants will not be entitled to:
vote, consent or common stockreceive dividends;
receive notice as capital assets, and does not purport to deal with persons in special tax situations, including, for example, banking institutions or other financial institutions, insurance companies, regulated investment companies, dealers in securities or currencies, tax-exempt entities, persons holding the notes or common stock in a tax-deferred or tax-advantaged account, or persons holding the notes or common stock as a hedge against currency risks, as a position in a “straddle” or as part of a “hedging” or “conversion” transaction for tax purposes.
exercise any rights as stockholders of the tax considerations discussed below. Company.
Debt Warrants
The IRS is not precluded from taking contrary positions. Asprospectus supplement relating to a result, no assurance can be given thatparticular issue of warrants to purchase debt securities will describe the IRS will agree with allterms of the tax characterizationsdebt 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 tax consequences described below.
the dates on which the right to exercise the debt warrants will commence and expire;
if applicable, the minimum or maximum amount of the notes should consult their own tax advisors concerning the applicationdebt warrants that may be exercised at any one time;
information with respect to book-entry procedures, if any;
if applicable, a discussion of thematerial United States federal income tax laws to their particular situations as well as any consequencesconsiderations;
the anti-dilution provisions of the purchase, ownership and disposition of debt warrants, if any;
the notes (or common shares acquired upon conversion of the notes) arising under other United States federal tax laws and the laws ofredemption or call provisions, if any, other taxing jurisdiction.
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Debt warrant certificates will be set forthexchangeable for new debt warrant certificates of different denominations. Debt warrants may be exercised at the corporate trust office of the warrant agent or any other office indicated in the indenture. U.S.prospectus supplement. Prior to the exercise of their debt warrants, holders may also obtain the projected payment schedule by submitting a written request for such information to: Goodrich Petroleum Corporation, 808 Travis Street, Suite 1320, Houston, Texas 77002, Attention: Chief Financial Officer.
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General
We may sell the securities offered through this prospectus in our common shares pursuant to a conversion, and any gain realized on a sale, exchange, redemption or conversion of the notes, will be exempt from United States income or withholding tax provided that:
through underwriters or dealers;
through agents;
directly to purchasers;
in “at the market offerings” to or through a market maker or into an existing trading market, or a securities exchange or otherwise;
transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions; or
through a combination of any of these methods of sale.
In addition, we may sell some or all classes of our stock entitledthe securities included in this prospectus through:
a block trade in which a broker-dealer will attempt to vote,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 is notresale by the broker-dealer for its account;
ordinary brokerage transactions and transactions in which a controlled foreign corporation related, directlybroker solicits purchasers; or indirectly,
privately negotiated transactions.
In addition, we may enter into option or other types of transactions that require us or them to us through stock ownership;
enter into transactions with a broker-dealer or affiliate thereof in connection with which such broker-dealer or affiliate will engage in short sales of the Non-U.S. holder);securities pursuant to this prospectus, in which case such broker-dealer or affiliate may use securities received from us to close out its short positions;
sell securities short and redeliver such securities to close out our short positions;
enter into option or other types of 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 Non-U.S. holder who is an individual, such individual is presentpledge, sell the pledged securities pursuant to this prospectus.
The securities described in this prospectus may be distributed at a fixed price or prices, which may be changed, market prices prevailing at the United States for less than 183 days intime of sale, prices related to the taxable yearprevailing market prices, or negotiated prices. Any of the disposition; and
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Market Making and Stabilization
Unless the applicable prospectus supplement states otherwise, each series of offered securities will be a new issue and will have no established trading market, other than shares of our common stock, issuable upon conversionwhich are listed on the New York Stock Exchange. We may elect to list any series of the notesoffered securities on an exchange and any such listing with respect to these other securities will be described in the purchaseapplicable prospectus supplement. If the securities are traded after their initial issuance, they may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar securities and other factors. While it is possible that an underwriter could inform us that it intends to make a market in the securities, such underwriter would not be obligated to do so, and any such market making could be discontinued at any time without notice. Therefore, we cannot assure you as to whether an active trading market will develop for these 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 notes lessoffered 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 may 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 commissions. A selling security holder reserveswe will describe any commissions payable to the rightagent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to acceptuse 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 together with itsthe terms of the transaction.
Direct Sales
Securities may also be sold directly by us. In this case, no underwriters or agents would be involved.
Institutional Purchasers
We may sell the securities directly to reject, any proposed purchases of notesinstitutional investors or common stockothers who may be deemed to be made directly or through agents.
Subscription Offerings
We may also make direct sales through subscription rights distributed to our existing stockholders on a pro rata basis, which may or the Securities Act. To the extentmay not be transferable. In any distribution of subscription rights to our stockholders, if all of the selling security holdersunderlying securities are broker-dealers, they are, undernot subscribed for, we may then sell the interpretationunsubscribed 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 SEC, “underwriters” withinsecurities 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 meaningdistribution of the Securities Act. Bear, Stearns & Co. has representedsecurities may be deemed to us that it is a broker-dealerbe underwriters and any commissions received or an affiliate of a broker-dealer. Any profitsprofit realized by them on the saleresale of the notes and the common stock issuable upon the conversion of the notes by selling security holders and any discounts, commissions or concessions received by any such broker-dealers or agentssecurities may be deemed to be underwriting discounts and “underwriters” withincommissions under the meaningSecurities Act. As of the Securities Act willdate 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 subjectreceived 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 prospectus delivery requirements ofSEC Rule 415 under the Securities Act. If the selling security holders underwriters, the selling security holders may be subject to certain statutory liabilitiesmore than 5% of the Securities Act and the Securities Exchange Actnet proceeds of 1934, as amended, or the Exchange Act. We will pay all expensesany offering of the registration of the notes and the common stock issuablesecurities made under the conversion of the notes pursuant to the registration rights agreement, estimated to be $107,000 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided, however, that if the notes and the common stock issuable upon conversion of the notes are sold through underwriters, broker dealers or agents, the selling security holdersthis prospectus will be responsible for underwriting discountsreceived by a FINRA member participating in the offering or commissionsits affiliates or agent’s commissions.
Indemnification; Other Relationships
We may have agreements with agents, underwriters, dealers and sold in December 2006 in transactions exempt from the registration requirements of the Securities Act pursuantremarketing firms to Rule 144Aindemnify them against certain civil liabilities, including liabilities under the Securities Act. Pursuant toAgents, underwriters, dealers and remarketing firms, and their affiliates, may engage in transactions with, or perform services for, us in the registration rights agreement filed as an exhibit to the registration statementordinary course of which this prospectus is a part, we have agreed to indemnify the initial purchasers, holders who have provided us with selling security holder questionnairesbusiness. This includes commercial banking and each person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) the initial purchasers or the holders who have provided us with selling security holder notices and questionnaires, from and againstinvestment banking transactions.
Our legal counsel, Vinson & Elkins L.L.P., Houston, Texas, will pass upon certain liabilities under the Securities Act or such persons will be entitled to contributionlegal matters in connection with these liabilities. Pursuant to such registration rights agreement,certain of the selling security holders have agreed, severally and not jointly, to indemnify us and each ofoffered securities. Vinson & Elkins L.L.P. has in the past represented the lenders under our directors, officers and control persons from certain liabilities under the Securities Act or we will be entitled to contribution in connection with these liabilities.
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The consolidated financial statements of Goodrich Petroleum Corporation 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, 2006,2011, 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 herein,consents 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.
Estimates of the oil and gas reserves of Goodrich Petroleum Corporation and related future net cash flows and the present values thereof includedincorporated by reference in this prospectus and in our Annual Report on Form 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.
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INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. | Other Expenses of Issuance and Distribution. |
Set forth below are the expenses (other than underwriting discounts and Distribution
Securities and Exchange Commission registration fee | $ | 5,373 | ||
Fees and expenses of accountants | 20,000 | |||
Fees and expenses of legal counsel | 25,000 | |||
Printing and engraving expenses | 10,000 | |||
Miscellaneous | 1,627 | |||
Total | $ | 62,000 | ||
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 | |||
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Total | $ | 185,000 | ||
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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.
The Bylaws of Goodrich Petroleum Corporation provide that Goodrich Petroleum Corporation will indemnify and hold harmless, to the fullest extent permitted by the Delaware General Corporation LawDGCL in effect as of the date of the adoption of the Bylaws and to such greater extent as applicable law may thereafter permit, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit, arbitration, alternative dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director, officer, employee, agent or fiduciary of Goodrich Petroleum Corporation or
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any other corporation, partnership, limited liability company,
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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:
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 | ||||
3.2 | — | Certificate of Amendment of Restated Certificate of Incorporation of Goodrich Petroleum Corporation, dated March 12, 1998 | ||||
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 | ||||
— | Bylaws of | |||||
— | ||||||
4.1 | — | Specimen Common Stock Certificate | ||||
— | Indenture, dated December 6, 2006, between Goodrich Petroleum Corporation and Wells Fargo Bank, National Association, as Trustee | |||||
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 | ||||
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. | ||||
— | Opinion of | |||||
12.1 | — | Statement of Computation of Ratio of Earnings to Fixed Charges. | ||||
12.2 | — | Statement of Computation of Ratio of Earnings to Fixed Charges |
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and Preference Securities Dividends. | ||||||
23.1 | — | Consent of | ||||
— | Consent of Netherland, Sewell & Associates, Inc. | |||||
— | 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 | ||||
25.1** | — | Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture. | ||||
25.2** | — | Form T-1 Statement of |
* | To be filed by amendment or as an exhibit to a current report on Form 8-K of the registrant. |
** | To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 |
Item 17. | ||
The undersigned registrant 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) of the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 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) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and 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 a 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) The registrant hereby(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of a Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned Registrant undertakes that in a primary offering of securities of an undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of an undersigned Registrant 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 an undersigned Registrant or used or referred to by an undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned Registrant or its securities provided by or on behalf of an undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by an undersigned Registrant 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.
(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrantseach Registrant pursuant to the foregoing provisions, or otherwise, the registrants haveeach Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
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(8) The undersigned registrant hereby undertakes to file an application for the purpose of determining liabilitythe eligibility of the registranttrustee to act under the Securities Actsubsection (a) of 1933 to any purchaser in the initial distribution of securities:
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SIGNATURES
GOODRICH PETROLEUM CORPORATION | ||||
By: | ||||
/s/ | Walter G. Goodrich | |||
Walter G. Goodrich | ||||
Chief Executive | ||||
POWERS OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints David R. Looney,Walter G. Goodrich and Jan L. Schott, and each of them, any of whom may act without the joinder of the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 attorney-in-factattorneys-in-fact and agent,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 attorney-in-factattorneys-in-fact and agent,agents and either of them, or histheir 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 April 3, 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. | 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 | Chairman of the Board of Directors |
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Name | Title | ||
/s/ Michael J. Perdue | Director | ||
/s/ Stephen M. Straty | Director | ||
/s/ Arthur A. | Director | ||
/s/ Josiah T. Austin | Director | ||
/s/ Peter D. Goodson | Director | ||
/s/ | |||
Gene Washington | Director |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the registrants 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 January 22, 2013.
GOODRICH PETROLEUM COMPANY, L.L.C. | ||
By: | /s/ Walter G. Goodrich | |
Walter G. Goodrich | ||
Chief Executive Officer |
Each person whose signature appears below hereby constitutes and appoints Walter G. Goodrich and Jan L. Schott, and each of them, any of whom may act without the joinder of the other, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 January 22, 2013.
Name | Title | |
/s/ Walter G. Goodrich Walter G. Goodrich | President, Chief Executive Officer and Manager (Principal Executive Officer) | |
/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 Manager | |
/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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INDEX TO EXHIBITS
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 | ||||
3.2 | — | Certificate of Amendment of Restated Certificate of Incorporation of Goodrich Petroleum Corporation, dated March 12, 1998 | ||||
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 | ||||
— | Bylaws of | |||||
— | ||||||
4.1 | — | Specimen Common Stock Certificate | ||||
— | Indenture, dated December 6, 2006, between Goodrich Petroleum Corporation and Wells Fargo Bank, National Association, as Trustee | |||||
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 | ||||
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. | ||||
— | Opinion of | |||||
12.1 | — | Statement of Computation of Ratio of Earnings to Fixed Charges. | ||||
12.2 | — | Statement of Computation of Ratio of Earnings to Fixed Charges | ||||
— | Consent of | |||||
— | Consent of Netherland, Sewell & Associates, Inc. | |||||
— | 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 | ||||
25.1** | — | Form T-1 Statement of Eligibility and Qualification respecting the Senior Indenture. | ||||
25.2** | — | Form T-1 Statement of |
* | To be filed by amendment or as an exhibit to a current report on Form 8-K of the registrant. |
** | To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 |
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