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Goodrich to swap $51.89 million 5% convertibles for new notes due 2032
By Susanna Moon
Chicago, Sept. 25 - Goodrich Petroleum Corp. said it will retire $51,892,000 principal amount of its outstanding 5% convertible senior notes due 2029 under separate, privately negotiated exchange agreements.
In exchange, the company will issue $51.5 million 5% convertible senior notes due Oct. 1, 2032.
The additional 2032 notes, together with the $109.25 million of notes sold in August, will form a single class of $160.75 million principal amount of the 2032 notes, according to a company press release.
After settlement on Oct. 1, $57.358 million principal amount of the 2029 notes will remain outstanding.
The new notes also have a conversion rate of 28.8534 shares per $1,000 principal amount of notes, or an initial conversion price of $34.658 per share.
Unlike the 2029 notes, however, the principal amount of the 2032 notes will accrete at a rate of 2% per year beginning Aug. 26, compounding on a semiannual basis, until Oct. 1, 2017. The accreted portion of the principal is payable in cash upon maturity but does not bear cash interest and is not convertible into the company's common stock.
The notes are putable on Oct. 1, 2017, Oct. 1, 2022 and Oct. 1, 2027 at par plus the accretion. Accretion of principal will be reflected as a non-cash component of interest expense on the company's statement of income during the term of the 2032 notes, the release said.
The notes are callable beginning Oct. 1, 2016 at par plus accrued interest and accretion.
The company also may force conversion of the new notes if the trading price of the company's common stock exceeds $45.06, or 130% of the conversion price, for the required measurement period.
If the company elects to convert the 2032 notes by Oct. 1, 2016, holders will receive a make-whole premium.
Goodrich is a Houston-based independent oil and gas exploration and development company.
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