Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Report on Form 8-K filed by Goodrich
Petroleum Corporation, a Delaware corporation (the "Company"), with the U.S.
Securities and Exchange Commission (the "SEC") on November 23, 2021, the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as
of November 21, 2021, with Paloma Partners VI Holdings, LLC, a Delaware limited
liability company ("Parent"), and Paloma VI Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to
the Merger Agreement, on November 24, 2021, Merger Sub commenced a tender offer
(the "Offer") to purchase any and all of the shares of common stock, par value
$0.01 per share (the "Shares"), of the Company that were issued and outstanding
at a price of $23.00 per Share (the "Offer Price") in cash, without interest,
less any applicable withholding taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 24, 2021, and in
the related Letter of Transmittal, filed as Exhibit (a)(1)(i) and
Exhibit (a)(1)(ii), respectively, to the Tender Offer Statement on Schedule TO
originally filed with the SEC by Parent and Merger Sub on November 24, 2021.
The Offer expired at 12:00 A.M. midnight, New York City time, on December 23,
2021 (the "Expiration Time"). American Stock Transfer & Trust Company LLC, in
its capacity as depositary and paying agent for the Offer (the "Depositary"),
has advised Parent and Merger Sub that a total of 12,014,916 Shares were validly
tendered and not validly withdrawn (excluding, for the avoidance of doubt,
Shares presented pursuant to guaranteed delivery procedures provided by Parent,
but which have not yet been validly tendered in satisfaction of such guarantee
and in accordance with such procedures) pursuant to the Offer as of the
Expiration Time, which, when combined with the 1,838,510 Shares owned by Parent
(the "Parent Shares"), represents approximately 87% of the outstanding Shares.
The number of Shares validly tendered and not properly withdrawn pursuant to the
Offer, when combined with the Parent Shares, satisfies the Minimum Condition.
All conditions to the Offer having been satisfied or waived, on December 23,
2021, Merger Sub irrevocably accepted for payment all such Shares validly
tendered and not validly withdrawn prior to the Expiration Time (the "Acceptance
Time"). Payment of the Offer Price for such Shares will be promptly made by the
Depositary in accordance with the terms of the Offer.
On December 23, 2021 (the "Closing Date"), pursuant to the terms of the Merger
Agreement and without a vote of the stockholders of the Company in accordance
with Section 251(h) of the Delaware General Corporation Law (the "DGCL"), the
Company merged with and into Merger Sub, with Merger Sub continuing as the
surviving corporation (the "Surviving Corporation") and as a wholly owned
subsidiary of Parent (the "Merger").
Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), any Shares not purchased pursuant to the Offer (other than
(i) Shares that are held by any stockholders who properly demand appraisal in
connection with the Merger, (ii) Shares then owned by Parent, Merger Sub or
certain of their affiliates and (iii) Shares held in treasury by the Company or
by any of its wholly owned subsidiaries) were automatically converted into the
right to receive the Offer Price, without interest, less any applicable
withholding taxes.
. . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, in connection with the consummation of the Merger, the
Company notified the NYSE American LLC (the "NYSE American") that the Merger had
been consummated, and requested that the trading of Shares on the NYSE American
be halted after market close on the Closing Date and that the listing of the
Shares on the NYSE American be withdrawn. In addition, the Company requested
that the NYSE American file with the SEC a notification on Form 25 to report the
delisting of the Shares from the NYSE American and to deregister the Shares
under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Company intends to file with the SEC a Form 15 suspending
the Company's reporting obligations under Sections 13 and 15(d) of the Exchange
Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under Item 2.01, Item 3.01, Item 5.01, Item 5.03 and
Item 5.07 of this Current Report on Form 8-K is incorporated by reference into
this Item 3.03.
Item 5.01. Changes in Control of Registrant.
As a result of Merger Sub's acceptance for payment of all Shares that were
validly tendered and not validly withdrawn pursuant to the Offer and the
consummation of the Merger without a vote of the stockholders of the Company
pursuant to Section 251(h) of the DGCL on the Closing Date, a change in control
of the Company occurred. Parent obtained the funds necessary to fund the
acquisition through equity financing from EnCap Energy Capital Fund XI L.P., an
affiliate of Parent and Merger Sub.
The information set forth under Item 2.01, Item 5.02, Item 5.03 and Item 5.07 of
this Current Report on Form 8-K is incorporated by reference into this Item
5.01.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the Merger, pursuant to the terms of the Merger Agreement, at
the Effective Time, Walter G. Goodrich, Robert C. Turnham, Jr., Ronald F.
Coleman, K. Adam Leight, Timothy D. Leuliette, Jeffrey S. Serota, Edward J.
Sondey and Thomas M. Souers each ceased to be directors of the Company and
members of any committee of the Company's board of directors.
In connection with the Merger, at the Effective Time, Walter G. Goodrich, Robert
C. Turnham, Jr., Michael J. Killelea and Kristen M. McWatters each ceased to be
officers of the Company.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Pursuant to the Merger Agreement, at the Effective Time, the certificate of
incorporation and bylaws of the Company ceased to be in effect and the
certificate of incorporation and bylaws of Merger Sub became the certificate of
incorporation and bylaws of the Surviving Corporation, in accordance with the
terms of the Merger Agreement, except that all references in such certificate of
incorporation to Merger Sub were automatically amended to become references to
"Goodrich Petroleum Corporation". Copies of the restated certificate of
incorporation and amended and restated bylaws of the Surviving Corporation are
filed as Exhibits 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated
herein by reference.
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Following the completion of the Merger, the newly constituted board of directors
of the Company approved, and recommended that Parent, the sole stockholder of
the Company following the transactions contemplated by the Merger Agreement,
approve, (i) the conversion of the Company from a Delaware corporation to a
Delaware limited liability company (the "Conversion"), (ii) the Certificate of
Formation of the Company (the "Certificate of Formation"), and (iii) the Limited
Liability Company Agreement of the Company (the "LLC Agreement"), which were
subsequently approved by Parent by written consent. The Conversion was effected
as of 11:59 p.m., New York City time, on December 23, 2021 pursuant to the
filing of a certificate of conversion (the "Certificate of Conversion") with the
Secretary of State of the State of Delaware. The foregoing summary descriptions
of the Certificate of Conversion, Certificate of Formation and LLC Agreement do
not purport to be complete and are qualified in their entirety by reference to
the terms of the Certificate of Conversion, Certificate of Formation and LLC
Agreement, which are filed as Exhibit 3.3, Exhibit 3.4 and Exhibit 3.5,
respectively, to this Current Report on Form 8-K and incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The information set forth under Item 5.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.07.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
2.1 Agreement and Plan of Merger, dated as of November 21, 2021, by and
among Goodrich Petroleum Corporation, Paloma Partners VI Holdings, LLC
and Paloma VI Merger Sub, Inc. (incorporated herein by reference to
Exhibit 2.1 to Current Report on Form 8-K filed by Goodrich Petroleum
Corporation with the SEC on November 23, 2021).*
3.1 Restated Certificate of Incorporation of Goodrich Petroleum
Corporation (f/k/a Paloma VI Merger Sub, Inc.).
3.2 Amended and Restated Bylaws of Goodrich Petroleum Corporation (f/k/a
Paloma VI Merger Sub, Inc.).
3.3 Certificate of Conversion of Goodrich Petroleum Corporation to Paloma
Natural Gas Holdings, LLC.
3.4 Certificate of Formation of Paloma Natural Gas Holdings, LLC.
3.5 Limited Liability Company Agreement of Paloma Natural Gas Holdings,
LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules to the Agreement and Plan of Merger have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any
such schedules to the SEC upon request.
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