Paloma Resources, LLC entered into letter of intent to acquire remaining 87.2% stake in Goodrich Petroleum Corporation (NYSEAM:GDP) from a group of shareholders for approximately $310 million on October 26, 2021. An agreement to acquire remaining 87.2% stake in Goodrich Petroleum Corporation (NYSEAM:GDP) was signed on November 21, 2021. Under the terms of the transaction, Paloma Resources, LLC will commence a tender offer to acquire all of Goodrich's outstanding common shares for $23 per share in cash, including assumptions of Goodrich Petroleum Corporation's first lien debt. In a related transaction, Paloma Resources, LLC acquired 12.8% stake in Goodrich Petroleum Corporation from LS Power on November 21, 2021. Paloma Resources, LLC expects to fund cash requirements from a combination of its available cash on hand, funds available pursuant to its existing credit facilities and funds available pursuant to the equity commitment letter, dated November 21, 2021, pursuant to which EnCap Energy Capital Fund XI, L.P. has committed to provide equity financing for the offer. Upon the completion of the transaction, Goodrich will become a privately held company and shares of Goodrich common stock will no longer be listed on any public market. In case of termination of the agreement, Goodrich Petroleum will be required to pay Paloma Resources, LLC a termination fee equal to $15 million, representing approximately 3.85% of the equity value in the transaction. Paloma Resources, LLC has indicated they plan to keep the vast majority of the Goodrich Petroleum Corporation team in place and continue with the strategy of aggressively developing the Haynesville Shale position.

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.

Paloma Resources, LLC completed the acquisition of remaining 87.2% stake in Goodrich Petroleum Corporation (NYSEAM:GDP) from a group of shareholders on December 23, 2021. Paloma Resources, LLC received valid acceptance for 87% stake. The remaining shareholders will automatically receive $23 per shares. All condition of transaction including minimum tender has been achieved. The tendered shares are accepted for payment.