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Paloma Partners to Acquire Goodrich Petroleum for Around USD 480m
Wednesday 24 November 2021

US-based exploration and production company Goodrich Petroleum Corp. (NYSE American: GDP) has entered into a definitive merger agreement under which a subsidiary of Paloma Partners VI Holdings, LLC, an affiliate of EnCap Energy Capital Fund XI L.P, will commence a tender offer to acquire all of Goodrich's outstanding common shares for USD 23.00 per share in cash, the company said.

The offer price in the transaction, which has been unanimously approved by Goodrich's board of directors, represents an approximate 7% premium to Goodrich's closing price on November 19, 2021, and a 47% premium to its year-to-date volume-weighted average price.

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 supporting stockholders and Paloma own, after giving effect to conversion of certain convertible notes, a majority of the outstanding shares of Goodrich common stock.

Accordingly, the tender offer is expected to be completed successfully and followed promptly by a second-step merger pursuant to which any remaining shares will be converted into the right to receive the price paid in the tender offer.

The tender offer will be subject to customary conditions, including the tender of a majority of the outstanding Goodrich shares pursuant to the offer, and is expected to close in December 2021.

The transaction is not subject to a financing condition. Paloma has secured from EnCap equity financing commitments for the entire acquisition, including assumption of debt, to complete the transaction.

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.

Tudor, Pickering, Holt and Co. is serving as financial advisor to Goodrich and Vinson and Elkins L.L.P. is serving as Goodrich's legal advisor. Greenhill and Co. is serving as financial advisor to Paloma and Hunton Andrews Kurth LLP is serving as Paloma's legal advisor.

Goodrich Petroleum Corp. is an independent exploration and production company engaged in the exploitation, development and production of natural gas and crude oil primarily in the Haynesville Shale in North Louisiana and East Texas, the Tuscaloosa Marine Shale in Eastern Louisiana and Southwestern Mississippi and the Eagle Ford Shale trend in South Texas.

Due to the current oil price environment, Goodrich is concentrating the vast majority of its exploitation and development efforts on natural gas on its existing leased acreage in the core of the Haynesville Shale in North Louisiana. Goodrich Petroleum Corp. is publicly traded and listed on the NYSE American under the symbol GDP.
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Date Published: 24/11/2021

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