By Rebecca Melvin
New York, Sept. 23 - Goodrich Petroleum Corp. priced an upsized $190 million of 20-year convertible senior notes before the markets opened Wednesday at par to yield 5% with an initial conversion premium of 30%, according to a news release.
Initially the deal was talked at $150 million in size.
The notes priced at the midpoint of talk, which was for a coupon of 4.75% to 5.25% and an initial conversion premium of 27.5% to 32.5%.
The registered offering has greenshoe of up to $28.5 million of additional notes, upsized from $22.5 million.
J.P. Morgan Securities Inc. was the bookrunner, and Jefferies & Co. Inc. acting as joint lead manager.
Co-managers were Howard Weil Inc., Johnson Rice & Co. LLC, Raymond James & Associates Inc., Tudor, Pickering, Holt & Co. Securities Inc., BBVA Securities Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., Wells Fargo Securities LLC, Capital One Southcoast Inc., Macquarie Capital (USA) Inc., Pritchard Capital Partners LLC, Simmons & Co. International, RBC Capital Markets Corp., SMH Capital Inc. and SunTrust Robinson Humphrey Inc.
The bonds are non-callable until Oct. 1, 2014, with puts on Oct. 1, 2014, Oct. 1, 2019 and Oct. 1, 2024.
There is contingent conversion beginning after Dec. 31, 2009, if the stock price is 135% of the conversion price for at least 20 trading days in a period of 30 consecutive trading days.
Holders may also convert beginning on Sept. 1, 2029, and ending at the close of business on the second business day immediately preceding the maturity date.
The notes also have takeover and dividend protection.
Goodrich will use a portion of proceeds to repay its $75 million second-lien term loan and all amounts outstanding under its senior credit facility, with the remainder earmarked for general corporate purposes.
Houston-based Goodrich is an independent oil and gas company active primarily in east Texas and northwest Louisiana.
| Issuer: | Goodrich Petroleum Corp.
|
| Issue: | Convertible senior notes
|
| Bookrunner: | J.P. Morgan Securities Inc.
|
| Joint lead manager: | Jefferies & Co. Inc.
|
| Co-managers: | Howard Weil Inc., Johnson Rice & Co. LLC, Raymond James & Associates Inc., Tudor, Pickering, Holt & Co. Securities Inc., BBVA Securities Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., Wells Fargo Securities LLC, Capital One Southcoast Inc., Macquarie Capital (USA) Inc., Pritchard Capital Partners LLC, Simmons & Co. International, RBC Capital Markets Corp., SMH Capital Inc., SunTrust Robinson Humphrey Inc.
|
| Amount: | $190 million, upsized from $150 million
|
| Greenshoe: | $28.5 million, upsized from $22.5 million
|
| Maturity: | Oct. 1, 2029
|
| Coupon: | 5%
|
| Price: | Par, $1,000
|
| Yield: | 5%
|
| Conversion premium: | 30%
|
| Conversion price: | $34.6580
|
| Conversion ratio: | 28.8534
|
| Call protection: | Non-callable for five years
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| Puts: | Oct. 1, 2014, Oct. 1, 2019 and Oct. 1, 2024
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| Price talk: | 4.75%-5.25%, up 27.5%-32.5%
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| Takeover protection: | Yes
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| Dividend protection: | Yes
|
| Pricing date: | Sept. 23
|
| Distribution: | Registered
|
| Stock symbol: | GDP
|
| Stock reference price: | $26.66
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