By Kenneth Lim
Boston, Dec. 1 - Goodrich Petroleum Corp. on Friday priced $125 million of 20-year convertible senior unsecured notes at the cheap end of talk, at a coupon of 3.25% and an initial conversion premium of 50%.
The convertibles were offered at par and were talked at a coupon of 2.75% to 3.25% and an initial conversion premium of 50% to 55%.
There is an over-allotment option for a further $50 million.
Bear Stearns and Deutsche Bank were the bookrunners of the overnight Rule 144A offering.
There is a concurrent registered offering of up to 3.3 million shares of Goodrich common stock that will be used for a 20-year share lending agreement with Bear Stearns.
The convertibles are non-callable for the first five years, and may be put in years five, 10 and 15.
There is a contingent conversion hurdle at 135% of the conversion price and contingent payment at 120% of the principal.
The notes have dividend and takeover protection.
Goodrich, a Houston-based oil and gas exploration company, said it will use the proceeds of the deal to repay a $50 million term loan and to pay part of an outstanding senior debt.
| Issuer: | Goodrich Petroleum Corp.
|
| Issue: | Convertible senior unsecured notes
|
| Bookrunners: | Bear, Stearns & Co. and Deutsche Bank
|
| Amount: | $125 million
|
| Greenshoe: | $50 million
|
| Maturity: | Dec. 1, 2026
|
| Coupon: | 3.25%
|
| Price: | Par
|
| Yield: | 3.25%
|
| Conversion premium: | 50%
|
| Conversion price: | $65.94
|
| Conversion ratio: | 15.1653
|
| Contingent conversion: | 135%
|
| Contingent payment: | 120%
|
| Dividend protection: | Yes
|
| Takeover protection: | Yes
|
| Call protection: | Non-callable before Dec. 1, 2011
|
| Puts: | Dec. 1, 2011; Dec. 1, 2016; Dec. 1, 2021
|
| Price talk: | 2.75%-3.25%, up 50%-55%
|
| Pricing date: | Dec. 1, before the open
|
| Settlement date: | Dec. 6
|
| Distribution: | Rule 144A
|
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