Encap Energy Capital Fund XI, L.P. managed by EnCap Investments L.P. entered into letter of intent to acquire remaining 87.2% stake in Goodrich Petroleum Corporation from a group of shareholders for approximately $310 million.
The tender offer will be subject to customary conditions, including the tender of a majority of the outstanding Goodrich shares pursuant to the offer. The offer is not subject to any financing condition. The Goodrich's Board of Directors unanimously approved the agreement and recommend that Goodrich's stockholders tender their shares in the offer. The transaction has been unanimously approved by the Board of EnCap. Certain stockholders of Goodrich have entered into tender and support agreements pursuant to which those stockholders have agreed to tender their Goodrich shares pursuant to the tender offer. The offer commenced on November 24, 2021 and will initially expire on December 23, 2021.
Tudor, Pickering, Holt & Co. acted as financial advisor as well as fairness opinion provider and Michael S. Telle, Shane Tucker, Dario Mendoza, Devika Kornbacher, Matt Dobbins, Darin Schultz, Shay Kuperman, Jim Meyer, Wendy Salinas, and Benjamin Barron of Vinson & Elkins LLP acted as legal advisors to Goodrich. Greenhill & Co., Inc. (NYSE:GHL) acted as financial advisor and G. Michael O'Leary, Tammy Brennig, Emily Cabrera, Anthony Eppert, Tommy Ford, Ian Goldberg and Henry Havre of Hunton Andrews Kurth LLP acted as legal advisors to EnCap. Adam Turteltaub; Jonathan Kubek of Willkie Farr & Gallagher LLP served as legal advisors to Gen IV Investment Opportunities LLC. D.F. King & Co., Inc. acted as information agent and American Stock Transfer & Trust Company, LLC acted as depositary to Goodrich, in connection with the offer. Tudor, Pickering, Holt & Co became entitled to receive a fee from Goodrich of $1.0 million for providing fairness opinion, which will be credited against the acquisition fee of $5.9 million payable to Tudor, Pickering, Holt & Co upon the consummation of the transaction.