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NO. 2 TO
UNDER
THE SECURITIES ACT OF 1933
Delaware | 76-0466193 | |
(State or other jurisdiction | (I.R.S. Employer | |
of incorporation or organization) | Identification Number) |
Houston, Texas 77002
(713) 780-9494
(Address, including zip code, and telephone number, including area
808 Travis Street, Suite 1320
Houston, Texas 77002
(713) 780-9494
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
box.þ
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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 an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
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Issuer | Goodrich Petroleum Corporation. | |
Selling Security Holders | The securities to be offered and sold using this prospectus will be offered and sold by the selling security holders named in this prospectus or in any supplement to this prospectus. See “Selling Security Holders.” | |
Notes Offered | $175,000,000 principal amount of our 3.25% Convertible Senior Notes due 2026. | |
Common Stock Offered | Shares of our common stock, par value $0.20 per share, issuable upon conversion of the notes. | |
Maturity | December 1, 2026, unless earlier redeemed, repurchased or converted. | |
Ranking | The notes are our senior unsecured obligations and 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 and any liabilities of our subsidiaries. As of December 31, 2006, we had approximately $26.5 million of outstanding senior indebtedness and other liabilities (excluding trade payables, accrued expenses and intercompany liabilities), all of which represented secured indebtedness and all of which are direct obligations or guaranteed by our subsidiaries. The notes are effectively subordinated to all of this indebtedness. | |
Interest | 3.25% per annum. Interest on the notes began accruing on December 6, 2006. Interest (including contingent interest and additional interest, if any) is payable semiannually in arrears on June 1 and December 1 of each year, beginning June 1, 2007. | |
Contingent Interest | We will also pay contingent interest to holders of the notes during any six-month period from an interest payment date to, but excluding, the following interest payment date, commencing with the six-month period beginning on December 1, 2011, if the trading price of a note for each of the five trading days ending on the third trading day immediately preceding the first day of the relevant six-month period equals 120% or more of the principal amount of the note. The amount of contingent interest payable per note with respect to any such period will be equal to 0.50% per annum of the average trading price of such note for the five trading days referred to above. | |
Conversion Rights | Holders may convert their notes at any time prior to the close of business on the second business day immediately preceding the maturity date, in multiples of |
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$1,000 principal amount, at the option of the holder under any of the following circumstances: | ||
• during any fiscal quarter (and only during that 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 (as defined herein) 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; | ||
• 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 per $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 (as defined herein) on such trading day; | ||
• if such notes have been called for redemption; or | ||
• upon the occurrence of specified corporate transactions described under “Description of Notes — Conversion Rights — Conversion Upon Specified Corporate Transactions.” | ||
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 December 1, 2026. | ||
Conversion Rate | The applicable conversion rate is determined as follows: | |
• If the applicable stock price is less than or equal to the base conversion price, then the applicable conversion rate is a number of shares of our common stock equal to the base conversion rate. | ||
• If the applicable stock price is greater than the base conversion price, then the applicable conversion rate is determined in accordance with the following formula: | ||
Base Conversion Rate + (Applicable Stock Price — Base Conversion Price) x Incremental Share Factor | ||
Applicable Stock Price | ||
The “base conversion rate” is 15.1653, subject to adjustment as described under “Description of Notes — Conversion Rights — Conversion Rate Adjustments.” | ||
The “base conversion price” is a dollar amount (initially $65.94) determined by dividing the principal amount per note by the base conversion rate. | ||
The “incremental share factor” is 2.6762, subject to the same proportional adjustment as the applicable conversion rate. The “applicable stock price” is equal to the average of the last reported sale prices of our common stock over the ten trading day period starting on the third trading day following the conversion date of the notes. | ||
In addition, following certain corporate transactions that occur prior to December 1, 2011 and that also constitute a fundamental change (as defined in this prospectus), we will increase the applicable conversion rate for a holder who elects to convert its notes in connection with such corporate transactions in certain circumstances. See “Description of Notes — Conversion Rights — Conversion Rate Adjustments — Adjustment to Shares Delivered Upon Conversion Upon Certain Fundamental Changes.” If such fundamental change |
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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. See “Description of Notes — Conversion Rights — Conversion Rate Adjustments — Conversion After a Public Acquirer Change of Control.” | ||
Conversion Settlement | Upon conversion, we will deliver, at our option, either (1) a number of shares of our common stock equal to the applicable conversion rate or (2) an amount of cash and shares of our common stock as follows: | |
• cash in an amount equal to the lesser of (a) the conversion value and (b) the principal amount of notes to be converted, and | ||
• if the conversion value is greater than the principal amount of notes to be converted, number of shares equal to the difference between the conversion value and the principal amount, divided by the applicable stock price. | ||
See “Description of Notes — Conversion Rights — Payment Upon Conversion.” | ||
The “conversion value,” for each $1,000 principal amount of notes converted, is an amount equal to the applicable conversion rate multiplied by the applicable stock price. | ||
At any time on or before the 13th scheduled trading day prior to maturity, we may irrevocably waive in our sole discretion our right to satisfy our conversion obligation solely in shares of our common stock as described above. | ||
You will not receive any additional cash payment or additional shares representing accrued and unpaid interest, including contingent interest and additional interest, if any, upon conversion of a note, except in limited circumstances. Instead, interest will be deemed paid by the shares or the combination of cash and shares, if any, of common stock issued to you upon conversion. | ||
Redemption at Our Option | Prior to December 1, 2011, the notes are not redeemable. 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 additional interest and contingent interest, if any) to, but not including, the redemption date. | |
Purchase of Notes by Us at the Option of the Holder | Holders have the right to require us to purchase all or a portion of their notes for cash on December 1, 2011, 2016 and 2021, each of which we refer to as a “purchase date.” In each case, we will pay a purchase price equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest (including contingent interest and additional interest, if any) to but not including the purchase date. | |
Fundamental Change | If we undergo a fundamental change, you will have the option to require us to purchase all or any portion of your notes. The fundamental change purchase price will be 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest (including additional interest and contingent interest, if any), to but excluding the fundamental change purchase date. We will pay cash for all notes so purchased. See “Description of Notes — Fundamental Change Permits Holders to Require Us to Purchase Notes.” |
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Use of Proceeds | The selling security holders will receive all of the proceeds from the sale under this prospectus of the notes and our common shares issuable upon exchange of the notes. We will not receive any proceeds from these sales. For additional information, see “Use of Proceeds.” | |
Book-Entry Form | The notes were issued in book-entry form and are represented by permanent global certificates deposited with, or on behalf of, The Depository Trust Company (“DTC”) and registered in the name of a nominee of DTC. Any notes sold pursuant to this prospectus will be represented by another such global certificate. Beneficial interests in any of the notes will be shown on, and transfers will be effected only through, records maintained by DTC or its nominee and any such interest may not be exchanged for certificated securities, except in limited circumstances. | |
U.S. Federal Income Tax Considerations | For United States federal income tax purposes, the notes are treated as indebtedness subject to the special regulations governing contingent payment debt instruments, which we refer to as the “CPDI regulations.” Pursuant to the CPDI regulations, a U.S. holder (as defined under “Certain United States Federal Income Tax Considerations — U.S. Holders”) will generally be required to accrue interest income on the notes, subject to certain adjustments, at a rate of 8.5%, compounded semi-annually, regardless of whether the holder uses the cash or accrual method of tax accounting. Accordingly, U.S. holders will generally be required to include interest in taxable income in each year in excess of any interest payments (whether fixed or contingent) actually received in that year. For this purpose, a conversion of the notes will be treated as the receipt of a contingent payment with respect to the notes, which may produce an adjustment to a U.S. holder’s interest accruals. Under the CPDI regulations, gain recognized upon a sale, exchange, or redemption of a note will generally be treated as ordinary interest income; loss will be ordinary loss to the extent of interest previously included in income, and thereafter capital loss. | |
In addition, the conversion rate for the notes will be adjusted in certain circumstances, as described under “Description of Notes — Conversion Rights General — Conversion Rate Adjustments.” Such adjustments (or failure to make adjustments) that have the effect of increasing your proportionate interest in our assets or earnings may in some circumstances result in a deemed distribution to you, notwithstanding the fact that you do not receive a cash payment. Any deemed distribution will be taxable as a dividend, return of capital, or capital gain in accordance with the tax rules applicable to corporate distributions. Deemed dividends received by U.S. holders may not be eligible for the reduced rates of tax applicable to qualified dividend income or to the dividends received deduction generally available to U.S. corporations, and deemed dividends received by Non-U.S. holders (as defined under “Certain United States Federal Income Tax Considerations — Treatment of Non-U.S. Holders”) may be subject to United States federal gross income and withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. Because any deemed distributions resulting from certain adjustments, or failures to make adjustments, to the conversion rate described under “Certain United States Federal Income Tax Considerations — Treatment of Non-U.S. Holders — Payments on Common Stock and Constructive Dividends” will not give rise to any cash from which any applicable United States federal withholding tax can be satisfied, the indenture provides that we (or a third party withholding agent) may set off any withholding tax that we (or such third party) are required to collect with respect to any such deemed distribution against cash payments of interest or from cash or shares our common stock deliverable to a holder upon a |
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conversion, redemption or repurchase of a note. See “Certain United States Federal Income Tax Considerations.” | ||
Trading | The notes will not be listed on any national securities exchange or included in any automated quotation system. However, the notes that were issued in the private placements are eligible for trading in the PORTAL Market. The notes sold using this prospectus, however, will no longer be eligible for trading in the PORTAL Market. | |
Trading Symbol for our Common Stock | Our common stock is traded on the New York Stock Exchange under the symbol “GDP.” |
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• | historical production from the area compared with production from other similar producing areas; | ||
• | the assumed effects of regulations by governmental agencies | ||
• | assumptions concerning future oil and gas prices; and | ||
• | assumptions concerning future operating costs, severance and excise taxes, development costs and workover and remedial costs. |
• | the quantities of oil and gas that are ultimately recovered; | ||
• | the production and operating costs incurred; | ||
• | the amount and timing of future development expenditures; and | ||
• | future oil and gas sales prices. |
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• | the amount and timing of actual production; | ||
• | supply and demand for oil and gas; | ||
• | increases or decreases in consumption; and | ||
• | changes in governmental regulations or taxation. |
• | lack of acceptable prospective acreage; | ||
• | inadequate capital resources; | ||
• | unexpected drilling conditions; pressure or irregularities in formations; equipment failures or accidents; | ||
• | adverse weather conditions, including hurricanes; | ||
• | unavailability or high cost of drilling rigs, equipment or labor; | ||
• | reductions in oil and gas prices; | ||
• | limitations in the market for oil and gas; | ||
• | title problems; | ||
• | compliance with governmental regulations; and | ||
• | mechanical difficulties. |
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Henry Hub | ||||
Per Mmbtu | ||||
January 3, 2006 (high) | $ | 9.87 | ||
September 29, 2006 (low) | 3.63 | |||
December 29, 2006 | 5.50 | |||
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 |
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• | discharge permits for drilling operations; | ||
• | bonds for ownership, development and production of oil and gas properties; | ||
• | reports concerning operations; and | ||
• | taxation. |
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• | anticipated capital expenditures; | ||
• | production; | ||
• | future cash flows and borrowings; | ||
• | pursuit of potential future acquisition opportunities; and | ||
• | sources of funding for exploration and development. |
• | the volatility of natural gas and oil prices; | ||
• | the requirement to take writedowns if natural gas and oil prices decline; | ||
• | our ability to replace, find, develop and acquire reserves; | ||
• | our ability to meet our substantial capital requirements; | ||
• | our outstanding indebtedness; | ||
• | the uncertainty of estimates of natural gas and oil reserves and production rates; | ||
• | operating risks of natural gas and oil operations; | ||
• | dependence upon operations concentrated in two primary areas; | ||
• | delays due to weather or availability of pipeline crews or equipment; | ||
• | drilling risks; | ||
• | our hedging activities; | ||
• | governmental regulation; | ||
• | environmental matters; | ||
• | competition; and | ||
• | our financial results being contingent upon purchasers of our production meeting their obligations. |
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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 May 2, 2007) | $ | 37.25 | $ | 30.91 |
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Year ended December 31, | ||||||||||||||||||||
2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||||
Ratio of earnings to fixed charges | 1.32 | (a | ) | 15.48 | 6.46 | (b | ) |
(a) | Earnings for the year ended December 31, 2005 were inadequate to cover fixed charges. The coverage deficiency was $26,847 thousand. | |
(b) | Earnings for the year ended December 31, 2002 were inadequate to cover fixed charges. The coverage deficiency was $1,428 thousand. |
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Number of | Number of | ||||||||||||||||||||||||
Shares of | Number of | Shares of | |||||||||||||||||||||||
Amount of | Percentage | Common | Shares of | Common Stock | |||||||||||||||||||||
Notes | of Notes | Amount of | Stock | Common Stock | Upon | ||||||||||||||||||||
Beneficially | Beneficially | Notes to Be | Beneficially | That May Be | Completion of | ||||||||||||||||||||
Owned ($) | Owned | Sold ()(1) | Owned(2)(3) | Sold(1)(3) | Offering(1) | ||||||||||||||||||||
ACE Tempest Reinsurance Ltd. (4) | $ | 245,000 | * | $ | 245,000 | 4,371 | 4,371 | — | |||||||||||||||||
Advent Convertible ARB Master (20) | $ | 3,703,000 | 2.12 | % | $ | 3,703,000 | 66,067 | 66,067 | — | ||||||||||||||||
Advent Enhanced Phoenix (20) | $ | 4,000,000 | 2.29 | % | $ | 4,000,000 | 71,366 | 71,366 | — | ||||||||||||||||
Alabama Children’s Hospital Foundation (5) | $ | 25,000 | * | $ | 25,000 | 446 | 446 | — | |||||||||||||||||
Alcon Laboratories (20) | $ | 348,000 | * | $ | 348,000 | 6,209 | 6,209 | — | |||||||||||||||||
Aristeia International Limited (6) | $ | 6,925,000 | 3.96 | % | $ | 6,925,000 | 123,552 | 123,552 | — | ||||||||||||||||
Aristeia Partners LP (6) | $ | 1,075,000 | * | $ | 1,075,000 | 19,180 | 19,180 | — | |||||||||||||||||
Arkansas Pers (5) | $ | 590,000 | * | $ | 590,000 | 10,526 | 10,526 | — | |||||||||||||||||
Arlington County Employees Retirement System (20) | $ | 499,000 | * | $ | 499,000 | 8,903 | 8,903 | — |
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Number of | Number of | ||||||||||||||||||||||||
Shares of | Number of | Shares of | |||||||||||||||||||||||
Amount of | Percentage | Common | Shares of | Common Stock | |||||||||||||||||||||
Notes | of Notes | Amount of | Stock | Common Stock | Upon | ||||||||||||||||||||
Beneficially | Beneficially | Notes to Be | Beneficially | That May Be | Completion of | ||||||||||||||||||||
Owned ($) | Owned | Sold ()(1) | Owned(2)(3) | Sold(1)(3) | Offering(1) | ||||||||||||||||||||
Bear Stearns & Co. Inc. (7) | $ | 30,060,000 | 17.18 | % | $ | 30,060,000 | 536,315 | 536,315 | — | ||||||||||||||||
Boilermakers Blacksmith Pension Trust (5) | $ | 1,100,000 | * | $ | 1,100,000 | 19,626 | 19,626 | — | |||||||||||||||||
British Virgin Islands Social Security Board (20) | $ | 115,000 | * | $ | 115,000 | 2,052 | 2,052 | — | |||||||||||||||||
Chrysler Corporation Master Retirement Trust (4) | $ | 1,105,000 | * | $ | 1,105,000 | 19,715 | 19,715 | — | |||||||||||||||||
City University of New York (20) | $ | 100,000 | * | $ | 100,000 | 1,784 | 1,784 | — | |||||||||||||||||
CNH CA Master Account, L.P. (8) | $ | 4,000,000 | 2.29 | % | $ | 4,000,000 | 71,366 | 71,366 | — | ||||||||||||||||
Delaware Public Employees Retirement System (4) | $ | 625,000 | * | $ | 625,000 | 11,151 | 11,151 | — | |||||||||||||||||
Delta Airlines Master Trust — CV (4) | $ | 190,000 | * | $ | 190,000 | 3,390 | 3,390 | — | |||||||||||||||||
Delta Airlines Master Trust (5) | $ | 235,000 | * | $ | 235,000 | 4,193 | 4,193 | — | |||||||||||||||||
Delta Pilots Disability & Survivorship Trust — CV (4) | $ | 135,000 | * | $ | 135,000 | 2,409 | 2,409 | — | |||||||||||||||||
F. M. Kirby Foundation, Inc. (4) | $ | 195,000 | * | $ | 195,000 | 3,479 | 3,479 | — | |||||||||||||||||
Florida Power and Light (20) | $ | 645,000 | * | $ | 645,000 | 11,508 | 11,508 | — | |||||||||||||||||
Fore Convertible Master Fund, Ltd. (19) | $ | 5,056,000 | 2.89 | % | $ | 5,056,000 | 90,207 | 90,207 | — | ||||||||||||||||
Fore Erisa Fund, Ltd. (19) | $ | 444,000 | * | $ | 444,000 | 7,922 | 7,922 | — | |||||||||||||||||
FPL Group Employees Pension Plan (5) | $ | 450,000 | * | $ | 450,000 | 8,029 | 8,029 | — | |||||||||||||||||
GMIMCO Trust (20) | $ | 500,000 | * | $ | 500,000 | 8,921 | 8,921 | — | |||||||||||||||||
Governing Board Employees Benefit Plan of the City of Detroit (20) | $ | 9,000 | * | $ | 9,000 | 161 | 161 | — | |||||||||||||||||
Grady Hospital Foundation (20) | $ | 95,000 | * | $ | 95,000 | 1,695 | 1,695 | — | |||||||||||||||||
Healthcare Georgia Foundation (20) | $ | 41,000 | * | $ | 41,000 | 732 | 732 | — | |||||||||||||||||
HFRCA Opportunity Master Fund (20) | $ | 164,000 | * | $ | 164,000 | 2,926 | 2,926 | — | |||||||||||||||||
Highbridge International LLC (9) | $ | 19,500,000 | 11.14 | % | $ | 19,500,000 | 347,909 | 347,909 | — | ||||||||||||||||
Independence Blue Cross (20) | $ | 431,000 | * | $ | 431,000 | 7,690 | 7,690 | — | |||||||||||||||||
International Truck & Engine Corporation Non—Contributory Retirement Plan Trust (4) | $ | 110,000 | * | $ | 110,000 | 1,963 | 1,963 | — | |||||||||||||||||
International Truck & Engine Corporation Retiree Health Benefit Trust (4) | $ | 65,000 | * | $ | 65,000 | 1,160 | 1,160 | — | |||||||||||||||||
International Truck & Engine Corporation Retirement Plan for Salaried Employees Trust (4) | $ | 60,000 | * | $ | 60,000 | 1,070 | 1,070 | — |
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Number of | Number of | |||||||||||||||||||||||
Shares of | Number of | Shares of | ||||||||||||||||||||||
Amount of | Percentage | Common | Shares of | Common Stock | ||||||||||||||||||||
Notes | of Notes | Amount of | Stock | Common Stock | Upon | |||||||||||||||||||
Beneficially | Beneficially | Notes to Be | Beneficially | That May Be | Completion of | |||||||||||||||||||
Owned ($) | Owned | Sold ()(1) | Owned(2)(3) | Sold(1)(3) | Offering(1) | |||||||||||||||||||
JMG Capital Partners, LP (10) | $ | 2,650,000 | 1.51 | % | $ | 2,650,000 | 47,280 | 47,280 | — | |||||||||||||||
JMG Triton Offshore Fund, Ltd (11) | $ | 1,350,000 | * | $ | 1,350,000 | 24,086 | 24,086 | — | ||||||||||||||||
Kamunting Street Capital Management, L.P. (12) | $ | 4,000,000 | 2.29 | % | $ | 4,000,000 | 71,366 | 71,366 | — | |||||||||||||||
Linden Capital LP (21) | $ | 5,500,000 | 3.14 | % | $ | 5,500,000 | 98,128 | 98,128 | — | |||||||||||||||
Louisiana CCRF (5) | $ | 80,000 | * | $ | 80,000 | 1,427 | 1,427 | — | ||||||||||||||||
Lyxor Master Trust Fund (20) | $ | 133,000 | * | $ | 133,000 | 2,373 | 2,373 | — | ||||||||||||||||
Microsoft Capital Group, L.P. (4) | $ | 110,000 | * | $ | 110,000 | 1,963 | 1,963 | — | ||||||||||||||||
National Railroad Investment Trust (4) | $ | 595,000 | * | $ | 595,000 | 10,616 | 10,616 | — | ||||||||||||||||
Nisswa Master Fund Ltd. (13) | $ | 1,000,000 | * | $ | 1,000,000 | 29,942 | 17,842 | 12,100 | ||||||||||||||||
Nuveen Preferred & Convertible Fund JQC (5) | $ | 2,500,000 | 1.43 | % | $ | 2,500,000 | 44,604 | 44,604 | — | |||||||||||||||
Nuveen Preferred & Convertible Income Fund JPC (5) | $ | 1,765,000 | 1.01 | % | $ | 1,765,000 | 31,490 | 31,490 | — | |||||||||||||||
Occidental Petroleum Corporation (20) | $ | 225,000 | * | $ | 225,000 | 4,014 | 4,014 | — | ||||||||||||||||
OCM Convertible Trust (4) | $ | 335,000 | * | $ | 335,000 | 5,977 | 5,977 | — | ||||||||||||||||
OCM Global Convertible Securities Fund (4) | $ | 140,000 | * | $ | 140,000 | 2,498 | 2,498 | — | ||||||||||||||||
Partner Reinsurance Company Ltd. (4) | $ | 245,000 | * | $ | 245,000 | 4,371 | 4,371 | — | ||||||||||||||||
Police & Fire Retirement System of the City of Detroit (20) | $ | 318,000 | * | $ | 318,000 | 5,674 | 5,674 | — | ||||||||||||||||
Polygon Global Opportunities Master Fund (22) | $ | 6,000,000 | 3.43 | % | $ | 6,000,000 | 107,049 | 107,049 | — | |||||||||||||||
Pro Mutual (20) | $ | 631,000 | * | $ | 631,000 | 11,258 | 11,258 | — | ||||||||||||||||
Qwest Occupational Health Trust (4) | $ | 75,000 | * | $ | 75,000 | 1,338 | 1,338 | — | ||||||||||||||||
Qwest Pension Trust (4) | $ | 465,000 | * | $ | 465,000 | 8,296 | 8,296 | — | ||||||||||||||||
Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio (23) | $ | 6,500,000 | 3.71 | % | $ | 6,500,000 | 115,970 | 115,970 | — | |||||||||||||||
Raytheon Phoenix (20) | $ | 542,000 | * | $ | 542,000 | 9,670 | 9,670 | — | ||||||||||||||||
S.A.C. Arbitrage Fund, LLC (14) | $ | 4,000,000 | 2.29 | % | $ | 4,000,000 | 71,366 | 71,366 | — | |||||||||||||||
San Francisco City and County ERS (20) | $ | 987,000 | * | $ | 987,000 | 17,610 | 17,610 | — | ||||||||||||||||
Sandelman Partners Multi—Strategy Master Fund Ltd. (15) | $ | 11,500,000 | 6.57 | % | $ | 11,500,000 | 205,177 | 205,177 | — | |||||||||||||||
Satellite Convertible Arbitrage Master Fund LLC (16) | $ | 10,000,000 | 5.71 | % | $ | 10,000,000 | 227,335 | 178,415 | 48,920 | |||||||||||||||
Seattle City Employee Retirement System (20) | $ | 59,000 | * | $ | 59,000 | 1,053 | 1,053 | — | ||||||||||||||||
Stark Master Fund Ltd. (17) | $ | 19,000,000 | 10.86 | % | $ | 19,000,000 | 338,989 | 338,989 | — |
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Shares of | Number of | Shares of | ||||||||||||||||||||||||||
Amount of | Percentage | Common | Shares of | Common Stock | ||||||||||||||||||||||||
Notes | of Notes | Amount of | Stock | Common Stock | Upon | |||||||||||||||||||||||
Beneficially | Beneficially | Notes to Be | Beneficially | That May Be | Completion of | |||||||||||||||||||||||
Owned ($) | Owned | Sold ()(1) | Owned(2)(3) | Sold(1)(3) | Offering(1) | |||||||||||||||||||||||
Starvest Convertible Securities Fund (20) | $ | 31,000 | * | $ | 31,000 | 553 | 553 | — | ||||||||||||||||||||
State of Oregon Equity (5) | $ | 1,700,000 | * | $ | 1,700,000 | 30,331 | 30,331 | — | ||||||||||||||||||||
Teachers Retirement System of the City of New York (20) | $ | 831,000 | * | $ | 831,000 | 14,826 | 14,826 | — | ||||||||||||||||||||
Trust for the Defined Benefit Plans of ICI American Holdings, Inc. (4) | $ | 115,000 | * | $ | 115,000 | 2,052 | 2,052 | — | ||||||||||||||||||||
Trustmark Insurance Company (20) | $ | 204,000 | * | $ | 204,000 | 3,640 | 3,640 | — | ||||||||||||||||||||
UnumProvident Corporation (4) | $ | 160,000 | * | $ | 160,000 | 2,855 | 2,855 | — | ||||||||||||||||||||
US Bank FBO Essentia Health Systems (5) | $ | 60,000 | * | $ | 60,000 | 1,070 | 1,070 | — | ||||||||||||||||||||
Vanguard Convertible Securities Fund, Inc. (4) | $ | 2,015,000 | 1.15 | % | $ | 2,015,000 | 35,951 | 35,951 | — | |||||||||||||||||||
Vicis Capital Master Fund (18) | $ | 2,000,000 | 1.14 | % | $ | 2,000,000 | 35,683 | 35,683 | — | |||||||||||||||||||
Virginia Retirement System (4) | $ | 880,000 | * | $ | 880,000 | 15,701 | 15,701 | — | ||||||||||||||||||||
Total | $ | 171,541,000 | 98.02 | % | $ | 171,541,000 | 3,121,569 | 3,060,549 | 61,020 |
* | Less than 1%. | |
(1) | Because a selling security holder may sell all or a portion of the notes and common shares issuable upon exchange of the notes pursuant to this prospectus, an estimate cannot be given as to the number or percentage of notes and common shares that the selling security holder will hold upon termination of any sales. The information presented assumes that all of the selling security holders will fully exchange the notes for cash and Shares of common stock and that the selling security holders will sell all Shares of common stock that they received pursuant to such exchange. | |
(2) | Includes shares of common stock issuable upon exchange of the notes and open short positions in the shares of common stock. Does not include share of our common stock underlying shares of our Series B Preferred Convertible Stock. | |
(3) | The number of shares of our common stock issuable upon conversion of the notes is calculated assuming (i) that the notes are worth $350,000,000 at the time of conversion, with the $175,000,000 principal amount paid in cash and the remaining $175,000,000 paid in shares of our common stock and (ii) the conversion of the full amount of notes held by such holder at the initial conversion rate of 15.1653 per $1,000 principal amount of the notes, which equals an initial conversion price of $65.94. This conversion rate is subject to adjustment as described under “Description of Notes — Conversion Rights — Conversion Rate Adjustments.” Accordingly, the number of shares of our common stock to be sold may increase or decrease from time to time. Fractional shares will not be issued upon conversion of the notes. Cash will be paid instead of fractional shares, if any. | |
(4) | Representatives of this security holder have advised us that this security holder is an affiliate of a U.S. registered broker-dealer; however, this security holder acquired the notes in the ordinary course of business and, at the time of the acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute the notes or our common stock issuable upon conversion of the notes held by this security holder. Oaktree Capital Management LLC is the portfolio manager of the security holder. Lawrence Keele, Principal of Oaktree Capital Management LLC, holds the voting and dispositive power with respect to the notes or our common stock issuable upon conversion of the notes held by this security holder. | |
(5) | Representatives of this security holder have advised us that Ann Houlihan CCO, on behalf of Froley, Revy Investment Co., Inc., holds the voting and dispositive power with respect to the notes or our common stock issuable upon conversion of the notes held by this security holder. | |
(6) | Representatives of this security holder have advised us that Kevin Taner, Robert H. Lynch Jr., Anthony Frascella and William R. Techar, joint owners of the investment manager of this security holder, are the natural persons who hold the voting and dispositive power with respect to the notes or our common stock issuable upon conversion of the notes held by this security holder. | |
(7) | This security holder has advised us that it is a U.S. registered broker-dealer. As such, the security holder is, under the interpretation of the Securities and Exchange Commission, an “underwriter” within the meaning of the Securities Act of 1933, as amended. Please see “Plan of Distribution” for required disclosure regarding this security holder. Voting and dispositive power with respect to the notes and our common stock issuable upon conversion of the notes held by this security holder is held by Michael Loyd, Senior Managing Director of the security holder. |
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(8) | Representatives of this security holder have advised us that CNH Partners, LLC is the Investment Advisor of the security holder and has sole voting and dispositive power over the notes or our common stock issuable upon conversion of the notes held by this security holder. The Investment Principals for the Investment Advisor are Robert Krail, Mark Mitchell and Todd Pulvino. | |
(9) | This security holder has advised us that Highbridge Capital Management, LLC is the trading manager of this security holder and consequently has voting control and investment discretion over the notes and our common stock issuable upon conversion of the notes held by this security holder. Glenn Dubin and Henry Swieca control Capital Management, LLC and are the natural persons with voting and dispositive power with respect to the notes or our common stock issuable upon conversion of the notes held by this security holder. Each of Capital Management, LLC, Mr. Dubin and Mr. Swieca disclaims beneficial ownership of securities held by this security holder. | |
(10) | This security holder has advised us that voting and dispositive power with respect to the notes or our common stock held by this security holder is held by Jonathan M. Glaser. | |
(11) | This security holder has advised us that voting and dispositive power with respect to the notes or our common stock held by this security holder is held by Jonathan M. Glaser and Roger Richter. | |
(12) | This security holder has advised us that voting and dispositive power with respect to the notes or our common stock held by this security holder is held by Allan Teh. | |
(13) | This security holder has advised us that voting and dispositive power with respect to the notes or our common stock held by this security holder is held by Brian Tayler and Aaron Yeevy. | |
(14) | This security holder has advised us that voting and dispositive power with respect to the notes or our common stock held by this security holder is held by Steven A. Cohen. Mr. Cohen disclaims beneficial ownership of securities held by this security holder. | |
(15) | This security holder has advised us that voting and dispositive power with respect to the notes or our common stock held by this security holder is held by John Sandelman. | |
(16) | This security holder has advised us that voting and dispositive power with respect to the notes or our common stock held by this security holder is held by Satellite Fund Management, LLC. The managing members of Satellite Fund Management, LLC are Lief Rosenblatt, Mark Sonnino and Gabe Nechamkin. Each of Satellite Fund Management, LLC, Lief Rosenblatt, Mark Sonnino and Gabe Nechamkin disclaims beneficial ownership of securities held by this security holder. | |
(17) | Representatives of this security holder have advised us that this security holder is an affiliate of a U.S. registered broker-dealer; however, this security holder acquired the notes in the ordinary course of business and, at the time of the acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute the notes or our common stock issuable upon conversion of the notes held by this security holder. Stark Offshore Management, LLC is the investment manager of the security holder. Michael A. Roth is the managing member of Stark Offshore Management, LLC, and holds the voting and dispositive power with respect to the notes or our common stock issuable upon conversion of the notes held by this security holder. | |
(18) | Vicis Capital LLC is the investment manager of Vicis Capital Master Fund. John Succo, Shad Stastney and Sky Lucas control Vicis Capital LLC. As such, Messrs. Succo, Stastney and Lucas are the natural persons who have voting and investment control of the securities being offered. Each of Messrs. Succo, Stastney and Lucas disclaims beneficial ownership of securities held by this security holder. | |
(19) | Representatives of this security holder have advised us that this security holder is an investment company under the Investment Company Act of 1940, as amended. Michael Li is the Chief Executive Officer of this security holder, and as such is the natural person with voting and investment control of the securities being offered. | |
(20) | This security holder has advised us that voting and dispositive power with respect to the notes or our common stock held by this security holder is held by Advent Capital Management, LLC. The President of Advent Capital Management, LLC is Tracy V. Maitland. | |
(21) | This security holder has advised that voting and dispositive power with respect to the notes or our common stock held by this security holder is held by Siu Min Wong. | |
(22) | Polygon Investment Partner LLP and Polygon Investment Partners LP (the “Investment Managers”), Polygon Investments Ltd. (the “Manager”), Alexander E. Jackson, Reade E. Griffith and Patrick G.G. Dear share voting and dispositive power of the securities held by Polygon Global Opportunities Master Fund. The Investment Managers, the Manager, Alexander E. Jackson, Reade E. Griffith and Patrick G.G. Dear disclaim beneficial ownership of the securities held by Polygon Global Opportunities Master Fund. | |
(23) | Pursuant to an investment management agreement, RG Capital Management, L.Pl (“RG Capital”) serves as the investment manager of Radcliffe SPC, Ltd.’s Class A Segregated Portfolio. RGC Management Company LLC (“Management”) is the general partner of RG Capital. Steve Katznelson and Gerald Stahlecker serve as the managing members of Management. Each of RG Capital, Management and Messrs. Katznelson and Stahlecker disclaims beneficial ownership of the securities owned by Radcliffe SPC, Ltd. for and on behalf of the Class A Segregated Portfolio. |
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• | are initially limited to an aggregate principal amount of $175.0 million; | ||
• | mature on December 1, 2026 unless earlier converted, redeemed or repurchased; | ||
• | were issued in denominations of $1,000 and multiples of $1,000; | ||
• | are represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive form; and | ||
• | with respect to the notes issued in the private placement, are eligible for trading on The PORTAL Market, although the notes sold using this prospectus will no longer be eligible for trading in the PORTAL Market. |
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• | if the applicable stock price (as defined below) for such notes is less than or equal to the base conversion price (as defined below), the applicable conversion rate for such notes will be equal to the base conversion rate, as may be adjusted as described below, or | ||
• | if the applicable stock price for such notes is greater than the base conversion price, the applicable conversion rate for such notes will be determined in accordance with the following formula: |
Base Conversion Rate + (Applicable Stock Price-Base Conversion Price) × Incremental Share Factor |
Applicable Stock Price |
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• | the principal amount of the note; and | ||
• | accrued and unpaid interest (including additional interest and contingent interest, if any) to, but not including, the conversion date. |
• | if we have specified a redemption date that is after a record date and on or prior to the corresponding interest payment date; | ||
• | if we have specified a fundamental change purchase date that is after a record date and on or prior to the corresponding interest payment date; or | ||
• | to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such note. |
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• | distribute to all holders of our common stock any rights or warrants entitling them to purchase, for a period expiring within 45 days after the ex-dividend date of the distribution, shares of our common stock at a price per share less than the average of the last reported sale prices of our common stock for the 10 consecutive trading-day period ending on the trading day preceding the ex-dividend date for such distribution; or | ||
• | distribute to all holders of our common stock our assets, debt securities or certain rights to purchase our securities, which distribution has a per share value, as determined by our board of directors, exceeding 15% of the last reported sale price of our common stock on the trading day immediately preceding the ex-dividend date for such distribution, |
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• | complete and manually sign the conversion notice on the back of the note, or a facsimile of the conversion notice; | ||
• | deliver the conversion notice, which is irrevocable, and the note to the conversion agent; | ||
• | if required, furnish appropriate endorsements and transfer documents; | ||
• | if required, pay all transfer or similar taxes; and | ||
• | if required, pay funds equal to interest payable on the next interest payment date to which you are not entitled. |
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• | cash in an amount equal to the lesser of (a) the conversion value and (b) $1,000; | ||
• | if the conversion value is greater than $1,000, an amount in shares equal to the difference between the conversion value and $1,000, divided by the applicable stock price; and | ||
• | cash in lieu of any fractional shares as described below. |
(1) | If we issue shares of our common stock as a dividend or distribution on shares of our common stock, or if we effect a share split or share combination, the base conversion rate will be adjusted based on the following formula: |
(2) | If we distribute to all holders of our common stock any rights or warrants entitling them to purchase, for a period of not more than 45 days after the ex-dividend date for the distribution, shares of our common stock at a price per share less than the average of the last reported sale prices of our common stock for the 10 consecutive trading-day period ending on the trading day preceding the ex-dividend date for such distribution, the base conversion rate will be adjusted based on the following formula: |
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(3) | If we distribute shares of our capital stock, evidences of our indebtedness or other assets or property of ours to all holders of our common stock, excluding: |
• | dividends or distributions referred to in clause (1) or (2) above; | ||
• | dividends or distributions paid exclusively in cash; and | ||
• | spin-offs to which the provisions set forth below in this clause (3) shall apply; then the base conversion rate will be adjusted based on the following formula: |
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(4) | If any cash dividend or distribution is made to all holders of our common stock, the base conversion rate will be adjusted based on the following formula: |
(5) | If we or any of our subsidiaries make a payment in respect of a tender offer or exchange offer for our common stock, to the extent that the cash and value of any other consideration included in the payment per share of common stock exceeds the last reported sale price of our common stock on the trading day next succeeding the |
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last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, the base conversion rate will be increased based on the following formula: |
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• | upon the issuance of any shares of our common stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on our securities and the investment of additional optional amounts in shares of our common stock under any plan; | ||
• | upon the issuance of any shares of our common stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program or employee stock purchase plan of or assumed by us or any of our subsidiaries; | ||
• | upon the issuance of any shares of our common stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding bullet and outstanding as of the date the notes were first issued; | ||
• | for a change in the par value of the common stock; or | ||
• | for accrued and unpaid interest (including contingent interest and additional interest, if any). |
• | the applicable conversion rate will relate to units of such reference property (a “unit” of reference property being the kind and amount of reference property that a holder of one share of our common stock would receive in such transaction); and |
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• | the applicable stock price will be determined based on last reported sale prices of one unit of reference property. |
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 |
• | If the stock price is between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line |
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interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year. | |||
• | If the stock price is greater than $200.00 per share (subject to adjustment), no additional shares will be added to the applicable conversion rate. | ||
• | If the stock price is less than $43.96 per share (subject to adjustment), no additional shares will be added to the applicable conversion rate. |
• | the base conversion rate will be adjusted by multiplying the base conversion in effect immediately prior to such transaction by a fraction (1) the numerator of which will be the average of the last reported sale prices of our common stock for the five consecutive trading days prior to but excluding the effective date of such public acquirer change of control; and (2) the denominator of which will be the average of the last reported sale prices of the public acquirer common stock for the five consecutive trading days commencing on the trading day next succeeding the effective date of such public acquirer change of control; | ||
• | the incremental share factor will be adjusted by proportionately adjusting the incremental share factor immediately prior to such transaction on the same basis as the base conversion rate; and | ||
• | the applicable stock price will be based upon the last reported sale prices of the public acquirer common stock. |
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• | elect to adjust the conversion obligation described in the second preceding paragraph, in which case the holders will not have the right to receive additional shares upon conversion, as described under “—Adjustments to Shares Delivered Upon Conversion Upon Certain Fundamental Changes;” or | ||
• | not elect to adjust the conversion obligation, in which case the holders will have the right to convert notes and, if applicable, receive additional shares upon conversion as described above under “— Adjustments to Shares Delivered Upon Conversion Upon Certain Fundamental Changes.” |
• | the last date on which a holder may exercise the repurchase right; | ||
• | the repurchase price; | ||
• | the name and address of the paying agent; and | ||
• | the procedures that holders must follow to require us to repurchase their notes. |
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• | if certificated notes have been issued, the certificate numbers of the notes, or if not certificated, your notice must comply with appropriate DTC procedures; | ||
• | the portion of the principal amount of notes to be purchased, in multiples of $1,000; and | ||
• | that the notes are to be purchased by us pursuant to the applicable provisions of the notes and the indenture. |
• | the principal amount of the withdrawn notes; | ||
• | if certificated notes have been issued, the certificate numbers of the withdrawn notes, or if not certificated, your notice must comply with appropriate DTC procedures; and | ||
• | the principal amount, if any, which remains subject to the purchase notice. |
• | the notes will cease to be outstanding and interest, including any additional interest, will cease to accrue (whether or not book-entry transfer of the notes is made or whether or not the note is delivered to the paying agent); and | ||
• | all other rights of the holder will terminate (other than the right to receive the purchase price and previously accrued and unpaid interest and additional interest upon delivery on transfer of the notes). |
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• | the events causing a fundamental change; | ||
• | the date of the fundamental change; | ||
• | the last date on which a holder may exercise the purchase right; | ||
• | the fundamental change purchase price; | ||
• | the fundamental change purchase date; | ||
• | the name and address of the paying agent and the conversion agent, if applicable; | ||
• | if conversion of the notes is permitted in connection with such fundamental change as described in “—Conversion Rights — Conversion Upon Specified Corporate Transactions — Certain Corporate Events,” the base conversion rate and any adjustments to the base conversion rate and the incremental share factor; | ||
• | that the notes with respect to which a fundamental change purchase notice has been delivered by a holder may be converted only if the holder withdraws the fundamental change purchase notice in accordance with the terms of the indenture; and | ||
• | the procedures that holders must follow to require us to purchase their notes. |
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• | if certificated, the certificate numbers of your notes to be delivered for purchase, or if not certificated, your notice must comply with appropriate DTC procedures; | ||
• | the portion of the principal amount of notes to be purchased, which must be $1,000 or a multiple thereof; and | ||
• | that the notes are to be purchased by us pursuant to the applicable provisions of the notes and the indenture. |
• | the principal amount of the withdrawn notes; | ||
• | if certificated notes have been issued, the certificate numbers of the withdrawn notes, or if not certificated, your notice must comply with appropriate DTC procedures; and | ||
• | the principal amount, if any, which remains subject to the purchase notice. |
• | the notes will cease to be outstanding and interest, including any additional interest, if any, will cease to accrue (whether or not book-entry transfer of the notes is made or whether or not the note is delivered to the paying agent); and | ||
• | all other rights of the holder will terminate (other than the right to receive the fundamental change purchase price and previously accrued and unpaid interest (including any additional interest) upon delivery or transfer of the notes). |
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• | within 120 days after the closing date of the private placement, file a shelf registration statement covering resales of the notes and the common stock issuable upon conversion of the notes pursuant to Rule 415 under the Securities Act; |
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• | use reasonable best efforts to cause such shelf registration statement to become effective under the Securities Act no later than 240 days after the original date of issuance of the notes; and | ||
• | subject to certain rights to suspend use of the shelf registration statement, use reasonable best efforts to keep the shelf registration statement effective until the securities covered by the registration statement (i) have been sold pursuant to the registration statement or (ii) are eligible to be sold under Rule 144(k) under the Securities Act (or any successor rule), assuming for this purpose that the holders of such securities are not our affiliates. |
• | the holder will be required to be named as a selling security holder in the related prospectus; | ||
• | the holder will be required to deliver a prospectus to purchasers; | ||
• | the holder will be subject to some of the civil liability provisions under the Securities Act in connection with any sales; and | ||
• | the holder will be bound by the provisions of the registration rights agreement which are applicable to the holder (including indemnification obligations). |
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• | adopt resolutions to issue preferred stock in one or more classes or series; | ||
• | fix the number of shares constituting any class or series of preferred stock; and | ||
• | establish the rights of the holders of any class or series of preferred stock. The rights of any class or series of preferred stock may include, among others: | ||
• | general or special voting rights; |
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• | preferential liquidation or preemptive rights; | ||
• | preferential cumulative or noncumulative dividend rights; | ||
• | redemption or put rights; and | ||
• | conversion or exchange rights. |
• | adversely affect voting or other rights evidenced by, or amounts otherwise payable with respect to, the common stock; | ||
• | discourage an unsolicited proposal to acquire us; or | ||
• | facilitate a particular business combination involving us. |
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• | 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”). |
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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. |
• | for any breach of the director’s duty of loyalty to us or our stockholders; | ||
• | for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; and | ||
• | for any transaction from which the director derived an improper personal benefit. |
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• | the United States federal income tax consequences to shareholders in, or partners or beneficiaries of, an entity that is a holder of the notes; | ||
• | the United States federal estate, gift or alternative minimum tax consequences of the purchase, ownership or disposition of the notes; | ||
• | the United States federal income tax consequences to U.S. holders whose functional currency is not the United States dollar; | ||
• | any state, local or foreign tax consequences of the purchase, ownership or disposition of the notes; or | ||
• | any tax consequences to U.S. holders of owning or disposing of our common stock. |
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• | an individual citizen or resident of the United States; | ||
• | a corporation, including any entity treated as a corporation for United States federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; | ||
• | an estate if its income is subject to United States federal income taxation regardless of its source; or | ||
• | a trust (1) that is subject to the primary supervision of a United States court and the control of one or more United States persons or (2) that was in existence on August 20, 1996 and that has a valid election in effect under applicable Treasury regulations to continue to be treated as a United States person. |
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• | The description of our common stock contained in our registration statement on Form 8-B dated February 3, 1997, including any amendment to that form that we may have filed in the past, or may file in the future, for the purpose of updating the description of our common stock; | ||
• | our Annual Report on Form 10-K, including information specifically incorporated by reference into our Form 10-K from our Proxy Statement for our Annual Meeting of Stockholders held on May 17, 2007, for the fiscal year ended December 31, 2006; and | ||
• | our current reports on Form 8-K filed on March 29, 2007 and April 16, 2007. |
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Attention: Chief Financial Officer
808 Travis Street, Suite 1320
Houston, Texas 77002
(713) 780-9494
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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 | ||
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3.1 | — | Amended and Restated Certificate of Incorporation of Goodrich Petroleum Corporation dated March 12, 1998 (Incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1/A (Registration No. 333-47078) filed November 22, 2000). | ||
3.2 | — | Bylaws of Goodrich Petroleum Corporation, as amended and restated (Incorporated by reference to Exhibit 3.3 of the Registration Statement on Form S-1/A (Registration No. 333-47078) filed November 22, 2000). | ||
3.3 | — | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.6 of the Registration Statement on Form S-8 (Registration No. 333-01077) filed on February 20, 1996). | ||
4.1 | — | Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement filed February 20, 1996 on Form S-8 (File No. 33-01077)). | ||
4.2 | — | Credit Agreement between Goodrich Petroleum Company, L.L.C. and BNP Paribas dated November 9, 2001 (Incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001). | ||
4.4 | — | Registration Rights Agreement dated December 21, 2005 among the Company, Bear, Sterns & Co. Inc. and BNP Paribas Securities Corp. (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 22, 2005). | ||
4.5 | — | Goodrich Petroleum Corporation 2006 Long-Term Incentive Plan (Incorporated by reference to the Company’s Proxy Statement filed April 17, 2006). | ||
4.6 | — | Form of Grant of Restricted Phantom Stock (1995 Stock Option Plan) (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on October 23, 2006). | ||
4.7 | — | Form of Grant of Restricted Phantom Stock (2006 Long-Term Incentive Plan) (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on October 23, 2006). | ||
4.8 | — | Form of Director Stock Option Agreement (with vesting schedule) (Incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on October 23, 2006). | ||
4.9 | — | Form of Director Stock Option Agreement (immediate vesting) (Incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 filed on October 23, 2006). | ||
4.10 | — | Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on October 23, 2006). | ||
4.11 | — | Form of Nonqualified Option Agreement (Incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 filed on October 23, 2006). | ||
4.12 | — | Registration Rights Agreement dated December 6, 2006 among Goodrich Petroleum Corporation, Bear, Sterns & Co. Inc., Deutsche Bank Securities Corp. and BNP Paribus Securities Corp (Incorporated by reference to Exhibit 4.11 to the Annual Report on Form 10-K filed on March 14, 2007). | ||
4.13 | — | Indenture, dated December 6, 2006, between Goodrich Petroleum Corporation and Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K filed on March 14, 2007). | ||
5.1 | — | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered (previously filed). | ||
8.1 | — | Opinion of Vinson & Elkins L.L.P. as to tax matters (previously filed). | ||
12.1 | — | Computation of Ratio of Earnings to Fixed Charges (Incorporated by reference to Exhibit 12.1 to the Annual Report on Form 10-K filed on March 14, 2007). |
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23.1 | — | Consent of KPMG LLP, Independent Registered Public Accounting Firm (previously filed). | ||
23.2 | — | Consent of Netherland Sewell & Associates, Inc. (previously filed). | ||
23.3 | — | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | ||
24.1 | — | Powers of Attorney (previously filed) | ||
25.1 | — | Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939, as amended, on Form T-1 (previously filed). |
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GOODRICH PETROLEUM CORPORATION | ||||
By: | /s/ DAVID R. LOONEY | |||
David R. Looney | ||||
Executive Vice President and Chief Financial Officer | ||||
Signature | Title | |
* | Vice Chairman, Chief Executive Officer and Director (Principal Executive Officer) | |
* | President, Chief Operating Officer and Director | |
/s/ DAVID R. LOONEY | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
* | Vice President and Controller (Principal Accounting Officer) | |
* | Chairman of the Board of Directors | |
* | Director | |
* | Director | |
* | Director | |
* | Director | |
* | Director | |
* | Director | |
* | Director |
*By: | /s/ DAVID R. LOONEY | ||||
David R. Looney as attorney-in-fact |
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3.1 | — | Amended and Restated Certificate of Incorporation of Goodrich Petroleum Corporation dated March 12, 1998 (Incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1/A (Registration No. 333-47078) filed November 22, 2000). | ||
3.2 | — | Bylaws of Goodrich Petroleum Corporation, as amended and restated (Incorporated by reference to Exhibit 3.3 of the Registration Statement on Form S-1/A (Registration No. 333-47078) filed November 22, 2000). | ||
3.3 | — | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.6 of the Registration Statement on Form S-8 (Registration No. 333-01077) filed on February 20, 1996). | ||
4.1 | — | Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement filed February 20, 1996 on Form S-8 (File No. 33-01077)). | ||
4.2 | — | Credit Agreement between Goodrich Petroleum Company, L.L.C. and BNP Paribas dated November 9, 2001 (Incorporated by reference to Exhibit 4.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001). | ||
4.4 | — | Registration Rights Agreement dated December 21, 2005 among the Company, Bear, Sterns & Co. Inc. and BNP Paribas Securities Corp. (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 22, 2005). | ||
4.5 | — | Goodrich Petroleum Corporation 2006 Long-Term Incentive Plan (Incorporated by reference to the Company’s Proxy Statement filed April 17, 2006). | ||
4.6 | — | Form of Grant of Restricted Phantom Stock (1995 Stock Option Plan) (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed on October 23, 2006). | ||
4.7 | — | Form of Grant of Restricted Phantom Stock (2006 Long-Term Incentive Plan) (Incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on October 23, 2006). | ||
4.8 | — | Form of Director Stock Option Agreement (with vesting schedule) (Incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on October 23, 2006). | ||
4.9 | — | Form of Director Stock Option Agreement (immediate vesting) (Incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 filed on October 23, 2006). | ||
4.10 | — | Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on October 23, 2006). | ||
4.11 | — | Form of Nonqualified Option Agreement (Incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 filed on October 23, 2006). | ||
4.12 | — | Registration Rights Agreement dated December 6, 2006 among Goodrich Petroleum Corporation, Bear, Sterns & Co. Inc., Deutsche Bank Securities Corp. and BNP Paribus Securities Corp (Incorporated by reference to Exhibit 4.11 to the Annual Report on Form 10-K filed on March 14, 2007). | ||
4.13 | — | Indenture, dated December 6, 2006, between Goodrich Petroleum Corporation and Wells Fargo Bank, National Association, as Trustee (Incorporated by reference to Exhibit 4.12 to the Annual Report on Form 10-K filed on March 14, 2007). | ||
5.1 | — | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered (previously filed). | ||
8.1 | — | Opinion of Vinson & Elkins L.L.P. as to tax matters (previously filed). | ||
12.1 | — | Computation of Ratio of Earnings to Fixed Charges (Incorporated by reference to Exhibit 12.1 to the Annual Report on Form 10-K filed on March 14, 2007). | ||
23.1 | — | Consent of KPMG LLP, Independent Registered Public Accounting Firm (previously filed). | ||
23.2 | — | Consent of Netherland Sewell & Associates, Inc. (previously filed) | ||
23.3 | — | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | ||
24.1 | — | Powers of Attorney (previously filed) | ||
25.1 | — | Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939, as amended, on Form T-1 (previously filed). |
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