sv3
As filed with the Securities and
Exchange Commission on August 10, 2007
Registration
No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
GOODRICH PETROLEUM
CORPORATION*
(Exact name of Registrant as
specified in its charter)
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Delaware
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76-0466193
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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808 Travis Street,
Suite 1320
Houston, Texas 77002
(713) 780-9494
(Address, including zip code,
and telephone number, including area code, of Registrants
principal executive offices)
David R. Looney
808 Travis Street,
Suite 1320
Houston, Texas 77002
(713) 780-9494
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
James M. Prince
Vinson & Elkins
L.L.P.
1001 Fannin, Suite
2300
Houston, Texas
77002-6760
(713) 758-2222
(713) 615-5962 (Fax)
Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this Registration Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box. þ
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box: o
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box: o
CALCULATION OF REGISTRATION
FEE
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Proposed Maximum
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Proposed Maximum
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Amount of
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Title of Each Class of
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Amount to be
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Offering Price per
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Aggregate Offering
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Registration
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Securities to be Registered(1)
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Registered
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Security
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Price
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Fee
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Debt Securities(2)(3)
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Preferred Stock(2)
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Common Stock
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Depositary Shares(2)(4)
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Warrants(2)
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Guarantee of Debt Securities(5)
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Total
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N/A
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N/A
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$200,000,000(6)(7)
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$6,140.00(7)(8)
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(1)
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Any securities registered hereunder
may be sold separately or as units with other securities
registered hereunder.
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(2)
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This registration statement also
covers an indeterminate amount of securities that may be issued
in exchange for, or upon conversion or exercise of, the Debt
Securities, Preferred Stock, Depositary Shares or Warrants being
registered.
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(3)
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The aggregate principal amount of
the Debt Securities may be increased if any Debt Securities are
issued at an original issue discount, in which case the gross
proceeds received will be equal to the amount being registered
above. Any offering of Debt Securities denominated in other than
United States dollars will be treated as the United
States-dollar equivalent calculated using the exchange rate that
is applicable at the time of initial offering. The aggregate
initial offering price of all securities being registered under
this registration statement will not exceed $200 million
(or the foreign-currency or composite-currency equivalents).
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(4)
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The Depositary Shares being
registered will be evidenced by depositary receipts issued under
a depositary agreement. If Goodrich Petroleum Corporation elects
to offer fractional interests in shares of Preferred Stock to
the public, depositary receipts will be distributed to the
investors purchasing the fractional interests, and the shares
will be issued to the depositary under the depositary agreement.
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(5)
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A subsidiary of Goodrich Petroleum
Corporation named as a co-registrant may fully, irrevocably and
unconditionally guarantee on an unsecured basis the debt
securities of Goodrich Petroleum Corporation. In accordance with
Rule 457(n), no separate fee is payable with respect to the
guarantee of the Debt Securities being registered.
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(6)
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Rule 457(o) permits the
registration statement fee to be calculated on the basis of the
maximum offering price of all of the securities listed.
Therefore, the table does not specify information as to the
amount to be registered by each class or the proposed maximum
offering price per security.
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(7)
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No separate consideration will be
received for any securities being registered that are issued in
exchange for, or upon conversion or exercise of, the Debt
Securities, Preferred Stock or Depositary Shares being
registered hereunder.
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(8)
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Securities registered under
registration statement No. 333-129642, previously initially
filed by Goodrich Petroleum Corporation on November 10, 2005,
having an aggregate offering price of $6,000,000, remain unsold.
In accordance with Rule 457(p), the registration fee of
$707 associated with such unsold securities is offset against
the total registration fee due in connection with this
registration statement. Accordingly, the balance of $5,433 has
been paid in connection with the initial filing of this
registration statement.
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*
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The following subsidiary of
Goodrich Petroleum Corporation is a co-registrant and is
organized in the indicated state and has the indicated I.R.S.
Employer Identification Number. |
Goodrich Petroleum Company,
LLC
(Exact Name of Registrant As
Specified In Its Charter)
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Louisiana
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76-0117273
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Each Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrants shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may
determine.
The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and we are not soliciting offers to buy these
securities in any jurisdiction where the offer or sale is not
permitted.
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SUBJECT TO COMPLETION
AUGUST 10, 2007
PROSPECTUS
$200,000,000
GOODRICH PETROLEUM
CORPORATION
Debt Securities
Preferred Stock
Common Stock
Depositary Shares
Warrants
Guarantee of Debt Securities of
Goodrich Petroleum Corporation by:
Goodrich Petroleum Company,
LLC
We may offer and sell the securities listed above from time to
time in one or more offerings in one or more classes or series.
Any debt securities we issue under this prospectus may be
guaranteed by one or more of our subsidiaries.
The aggregate initial offering price of the securities that we
will offer will not exceed $200,000,000. We will offer the
securities in amounts, at prices and on terms to be determined
by market conditions at the time of the offerings. The
securities may be offered separately or together in any
combination or as a separate series.
This prospectus provides you with a general description of the
securities that may be offered. Each time securities are
offered, we will provide a prospectus supplement and attach it
to this prospectus. The prospectus supplement will contain more
specific information about the offering and the terms of the
securities being offered, including any guarantees by our
subsidiaries. The supplements may also add, update or change
information contained in this prospectus. This prospectus may
not be used to offer or sell securities without a prospectus
supplement describing the method and terms of the offering.
We may sell these securities directly or through agents,
underwriters or dealers, or through a combination of these
methods. See Plan of Distribution. The prospectus
supplement will list any agents, underwriters or dealers that
may be involved and the compensation they will receive. The
prospectus supplement will also show you the total amount of
money that we will receive from selling the securities being
offered, after the expenses of the offering. You should
carefully read this prospectus and any accompanying prospectus
supplement, together with the documents we incorporate by
reference, before you invest in any of our securities.
Investing in any of our securities involves risk. Please read
carefully the section entitled Risk Factors
beginning on page 4 of this prospectus.
Our common stock is listed on the New York Stock Exchange under
the symbol GDP.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
This prospectus may not be used to consummate sales of
securities unless accompanied by a prospectus supplement.
This prospectus is dated August , 2007.
TABLE OF
CONTENTS
You should rely only on the information contained in or
incorporated by reference into this prospectus and any
prospectus supplement. We have not authorized any dealer,
salesman or other person to provide you with additional or
different information. If anyone provides you with different or
inconsistent information, you should not rely on it. This
prospectus and any prospectus supplement are not an offer to
sell or the solicitation of an offer to buy any securities other
than the securities to which they relate and are not an offer to
sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make an
offer or solicitation in that jurisdiction. You should not
assume that the information contained in this prospectus is
accurate as of any date other than the date on the front cover
of this prospectus, or that the information contained in any
document incorporated by reference is accurate as of any date
other than the date of the document incorporated by reference,
regardless of the time of delivery of this prospectus or any
sale of a security.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, which we
refer to as the SEC, using a shelf registration
process. Under this shelf registration process, we may offer and
sell any combination of the securities described in this
prospectus in one or more offerings up to a total dollar amount
of $200 million. This prospectus provides you with a
general description of the securities we may offer. Each time we
sell securities, we will provide a prospectus supplement that
will contain specific information about the terms of the
offering and the offered securities. The prospectus supplement
may also add, update or change information contained in this
prospectus. Any statement that we make in this prospectus will
be modified or superseded by any inconsistent statement made by
us in a prospectus supplement. You should read both this
prospectus and any prospectus supplement together with
additional information described under the heading Where
You Can Find More Information.
Unless the context requires otherwise or unless otherwise noted,
all references in this prospectus or any accompanying prospectus
supplement to Goodrich, we or
our are to Goodrich Petroleum Corporation and its
subsidiaries.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other
information with the SEC (File
No. 1-7940)
pursuant to the Securities Exchange Act of 1934, as amended (the
Exchange Act). You may read and copy any documents
that are filed at the SECs public reference room at
100 F Street, N.E., Washington, D.C. 20549.
You may also obtain copies of these documents at prescribed
rates from the public reference section of the SEC at its
Washington address. Please call the SEC at
1-800-SEC-0330
for further information.
Our filings are also available to the public through the
SECs website at
http://www.sec.gov.
The SEC allows us to incorporate by reference
information that we file with them, which means that we can
disclose important information to you by referring you to
documents previously filed with the SEC. The information
incorporated by reference is an important part of this
prospectus, and information that we file later with the SEC will
automatically update and supersede this information. The
following documents we filed with the SEC pursuant to the
Exchange Act are incorporated herein by reference:
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The description of our common stock contained in our
registration statement on
Form 8-B
dated February 3, 1997, including any amendment to that
form that we may have filed in the past, or may file in the
future, for the purpose of updating the description of our
common stock;
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our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006;
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our Quarterly Reports on
Form 10-Q
for the quarters ended March 31, 2007 and June 30,
2007; and
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our Current Reports on
Form 8-K
filed on each of January 5, 2007, January 8, 2007,
January 10, 2007, January 19, 2007, March 26,
2007, March 29, 2007, April 16, 2007, May 21,
2007 (amended May 23, 2007) and August 7, 2007
(excluding any information furnished pursuant to Item 2.02 or
Item 7.01 of any such Current Report on
Form 8-K).
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All documents filed pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act (excluding any information
furnished pursuant to Item 2.02 or Item 7.01 on any
current report on
Form 8-K)
after the date of the initial registration statement and prior
to the effectiveness of the registration statement and after the
date of this prospectus and prior to the termination of this
offering shall be deemed to be incorporated in this prospectus
by reference and to be a part hereof from the date of filing of
such documents. Any statement contained herein, or in a document
incorporated or deemed to be incorporated by reference herein,
shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained herein
or in any subsequently filed document that also is or is deemed
to be incorporated by reference herein,
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modified or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
You may request a copy of these filings at no cost by writing or
telephoning us at the following address and telephone number:
Goodrich Petroleum Corporation
Attention: Corporate Secretary
808 Travis Street, Suite 1320
Houston, Texas 77002
(713) 780-9494
We also maintain a website at
http://www.goodrichpetroleum.com.
However, the information on our website is not part of this
prospectus.
CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in or incorporated by reference
into this prospectus, our filings with the SEC and our public
releases, including, but not limited to, information regarding
the status and progress of our operating activities, the plans
and objectives of our management, assumptions regarding our
future performance and plans, and any financial guidance
provided therein are forward-looking statements within the
meaning of Section 27A(i) of the Securities Act of 1933, or
the Securities Act, and Section 21E(i) of the Securities
Exchange Act of 1934, or the Exchange Act. The words
believe, may, will,
estimate. continues,
anticipate, intend, forsee,
expect and similar expressions identify these
forward-looking statements, although not all forward-looking
statements contain these identifying words. These
forward-looking statements are made subject to certain risks and
uncertainties that could cause actual results to differ
materially from those stated. Risks and uncertainties that could
cause or contribute to such differences include, without
limitation, those discussed in the section entitled Risk
Factors included in this prospectus and elsewhere in or
incorporated by reference into this prospectus, including our
Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006 and our
subsequent SEC filings and those factors summarized below:
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the timing and extent of changes in natural gas and oil prices;
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the timing of planned capital expenditures;
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our ability to identify and acquire additional properties
necessary to implement our business strategy and our ability to
finance such acquisitions;
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the inherent uncertainties in estimating proved reserves and
forecasting production results;
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operational factors affecting the commencement or maintenance of
producing wells, including catastrophic weather related damage,
unscheduled outages or repairs, or unanticipated changes in
drilling equipment costs or rig availability;
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the condition of the capital markets generally, which will be
affected by interest rates, foreign currency fluctuations and
general economic conditions;
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costs and other legal and administrative proceedings,
settlements, investigations and claims, including environmental
liabilities which may not be covered by indemnity or insurance;
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the political and economic climate in the foreign or domestic
jurisdictions in which we conduct oil and gas operations,
including risk of war or potential adverse results of military
or terrorist actions in those areas; and
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other United States regulatory or legislative developments that
affect the demand for natural gas or oil generally, increase the
environmental compliance cost for our production wells or impose
liabilities on the owners of such wells.
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Other factors besides those described in this prospectus, any
prospectus supplement or the documents we incorporate by
reference herein could also affect our actual results. These
forward-looking statements are largely based on our expectations
and beliefs concerning future events, which reflect estimates
and assumptions made by our management. These estimates and
assumptions reflect our best judgment based on currently known
market conditions and other factors relating to our operations
and business environment, all of which are difficult to predict
and many of which are beyond our control.
Although we believe our estimates and assumption to be
reasonable, they are inherently uncertain and involve a number
of risks and uncertainties that are beyond our control. Our
assumptions about future events may prove to be inaccurate. We
caution you that the forward-looking statements contained in
this prospectus are not guarantees of future performance, and we
cannot assure you that those statements will be realized or the
forward-looking events and circumstances will occur. All
forward-looking statements speak only as of the date of this
prospectus. We do not intend to publicly update or revise any
forward-looking statements as a result of new information,
future events or otherwise, except as required by law. These
cautionary statements qualify all forward-looking statements
attributable to us or persons acting on our behalf.
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RISK
FACTORS
Your investment in our securities involves risks. You should
carefully consider, in addition to the other information
contained in, or incorporated by reference into, this prospectus
and any accompanying prospectus supplement, the risks described
below before deciding whether an investment in our securities is
appropriate for you.
The risks described below are not the only ones we face.
Additional risks not presently known to us or that we currently
deem immaterial may also impair our business operations.
Risks
Related to Our Business
Our financial and operating results are subject to a number of
factors, many of which are not within our control. These factors
include the following:
Our
actual production, revenues and expenditures related to our
reserves are likely to differ from our estimates of proved
reserves. We may experience production that is less than
estimated and drilling costs that are greater than estimated in
our reserve report. These differences may be
material.
The proved oil and gas reserve information incorporated by
reference in this prospectus are estimates. These estimates are
based on reports prepared by our independent reserve engineers
Netherland, Sewell & Associates, Inc.
(NSA) and were calculated using oil and gas prices
as of December 31, 2006. These prices will change and may
be lower at the time of production than those prices that
prevailed at the end of 2006. Reservoir engineering is a
subjective process of estimating underground accumulations of
oil and gas that cannot be measured in an exact manner.
Estimates of economically recoverable oil and gas reserves and
of future net cash flows necessarily depend upon a number of
variable factors and assumptions, including:
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historical production from the area compared with production
from other similar producing areas;
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the assumed effects of regulations by governmental agencies
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assumptions concerning future oil and gas prices; and
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assumptions concerning future operating costs, severance and
excise taxes, development costs and workover and remedial costs.
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Because all reserve estimates are to some degree subjective,
each of the following items may differ materially from those
assumed in estimating proved reserves:
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the quantities of oil and gas that are ultimately recovered;
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the production and operating costs incurred;
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the amount and timing of future development
expenditures; and
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future oil and gas sales prices.
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Furthermore, different reserve engineers may make different
estimates of reserves and cash flows based on the same available
data. Our actual production, revenues and expenditures with
respect to reserves will likely be different from estimates and
the differences may be material. The discounted future net cash
flows included in this document should not be considered as the
current market value of the estimated oil and gas reserves
attributable to our properties. As required by the SEC, the
standardized measure of discounted future net cash flows from
proved reserves are generally based on prices and costs as of
the date of the estimate, while actual future prices and costs
may be materially higher or lower. Actual future net cash flows
also will be affected by factors such as:
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the amount and timing of actual production;
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supply and demand for oil and gas;
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increases or decreases in consumption; and
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changes in governmental regulations or taxation.
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In addition, the 10% discount factor, which is required by the
SEC to be used to calculate discounted future net cash flows for
reporting purposes, and which we use in calculating our pre-tax
PV10 Value, is not necessarily the most appropriate discount
factor based on interest rates in effect from time to time and
risks associated with us or the oil and gas industry in general.
Our
future revenues are dependent on the ability to successfully
complete drilling activity.
Drilling and exploration are the main methods we utilize to
replace our reserves. However, drilling and exploration
operations may not result in any increases in reserves for
various reasons. Exploration activities involve numerous risks,
including the risk that no commercially productive oil or gas
reservoirs will be discovered. In addition, the future cost and
timing of drilling, completing and producing wells is often
uncertain. Furthermore, drilling operations may be curtailed,
delayed or canceled as a result of a variety of factors,
including:
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lack of acceptable prospective acreage;
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inadequate capital resources;
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unexpected drilling conditions; pressure or irregularities in
formations; equipment failures or accidents;
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adverse weather conditions, including hurricanes;
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unavailability or high cost of drilling rigs, equipment or labor;
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reductions in oil and gas prices;
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limitations in the market for oil and gas;
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title problems;
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compliance with governmental regulations; and
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mechanical difficulties.
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Our decisions to purchase, explore, develop and exploit
prospects or properties depend in part on data obtained through
geophysical and geological analyses, production data and
engineering studies, the results of which are often uncertain.
In addition, we recently completed drilling our first horizontal
well in the Cotton Valley Trend, which is the first well we have
drilled in the Cotton Valley Trend utilizing this technique. We
have only limited experience drilling horizontal wells and there
can be no assurance that this method of drilling will be as
effective (or effective at all) as we currently expect it to be.
In addition, higher oil and gas prices generally increase the
demand for drilling rigs, equipment and crews and can lead to
shortages of, and increasing costs for, such drilling equipment,
services and personnel. Such shortages could restrict our
ability to drill the wells and conduct the operations which we
currently have planned. Any delay in the drilling of new wells
or significant increase in drilling costs could adversely affect
our ability to increase our reserves and production and reduce
our revenues.
Natural
gas and oil prices are volatile, and low prices have had in the
past and could have in the future a material adverse impact on
our business.
Our success will depend on the market prices of oil and natural
gas. These market prices tend to fluctuate significantly in
response to factors beyond our control. The prices we receive
for our crude oil production are based on global market
conditions. The general pace of global economic growth, the
continued instability in the Middle East and other oil and gas
producing regions and actions of the Organization of Petroleum
Exporting Countries, or OPEC, and its maintenance of production
constraints, as well as other economic, political, and
environmental factors will continue to affect world supply and
prices. Domestic natural gas prices fluctuate significantly in
response to numerous factors including U.S. economic
conditions, weather
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patterns, other factors affecting demand such as substitute
fuels, the impact of drilling levels on crude oil and natural
gas supply, and the environmental and access issues that limit
future drilling activities for the industry.
Average oil and natural gas prices fluctuated substantially
during the three year period ended December 31, 2006 and
during the first six months of 2007. Based on recent history of
our industry, fluctuations during the past several years in the
demand and supply of crude oil and natural gas have contributed
to, and are likely to continue to contribute to, price
volatility. Crude oil and natural gas prices are extremely
volatile. Any actual or anticipated reduction in crude oil and
natural gas prices would depress the level of exploration,
drilling and production activity. We expect that commodity
prices will continue to fluctuate significantly in the future.
The following table includes high and low for 2006, year-end and
current prices; natural gas (price per one million British
thermal units or Mmbtu) and crude oil (West Texas Intermediate
or WTI):
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Henry Hub
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per Mmbtu
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January 3, 2006 (high)
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$
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9.87
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September 29, 2006 (low)
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3.63
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December 29, 2006
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5.50
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August 6, 2007
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6.21
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WTI
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per Barrel
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July 14, 2006 (high)
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$
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77.03
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November 17, 2006 (low)
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55.81
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December 29, 2006
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61.06
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August 6, 2007
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72.06
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Changes in commodity prices significantly affect our capital
resources, liquidity and expected operating results. Price
changes directly affect revenues and can indirectly impact
expected production by changing the amount of funds available to
us to reinvest in exploration and development activities.
Reductions in oil and natural gas prices not only reduce
revenues and profits, but could also reduce the quantities of
reserves that are commercially recoverable. Significant declines
in prices could result in non-cash charges to earnings due to
impairment. We use derivative financial instruments to hedge a
portion of our exposure to changing commodity prices and we have
hedged a targeted portion of our anticipated production for 2007.
Our
use of oil and gas price hedging contracts may limit future
revenues from price increases and result in significant
fluctuations in our net income.
We use hedging transactions with respect to a portion of our oil
and natural gas production to achieve more predictable cash flow
and to reduce our exposure to price fluctuations. While the use
of hedging transactions limits the downside risk of price
declines, their use may also limit future revenues from price
increases.
Our results of operations may be negatively impacted by our
financial derivative instruments and fixed price forward sales
contracts in the future and these instruments may limit any
benefit we would receive from increases in the prices for oil
and natural gas. For the year ended December 31, 2006, we
realized a loss on settled financial derivatives of
$2.1 million. For the years ended December 31, 2005
and 2004, we realized a loss on settled financial derivatives of
$18.0 million and $6.2 million, respectively, which
includes amounts in both continuing and discontinued operations.
For the six months ended June 30, 2007, we realized a gain
on settled derivatives of $4.8 million.
For the year ended December 31, 2006, we recognized in
earnings an unrealized gain on derivative instruments not
qualifying for hedge accounting in the amount of
$40.2 million. For financial reporting purposes, this
unrealized gain was combined with a $2.1 million realized
loss in 2006 resulting in a total unrealized and realized gain
on derivative instruments not qualifying for hedge accounting in
the amount of $38.1 million for 2006. This gain was
recognized because the natural gas hedges were deemed
ineffective for
6
2006, and all previously effective oil hedges were deemed
ineffective for the fourth quarter of 2006. For the six months
ended June 30, 2007, we recognized a loss on derivative
instruments not qualifying for hedge accounting of
$5.9 million, which included the previously mentioned
realized gain of $4.8 million and an unrealized loss of
$10.7 million.
For the year ended December 31, 2005, we recognized in
earnings an unrealized loss on derivative instruments not
qualifying for hedge accounting in the amount of
$27.0 million. For financial reporting purposes, this
unrealized loss was combined with a $10.7 million realized
loss in 2005 resulting in a total unrealized and realized loss
on derivative instruments not qualifying for hedge accounting in
the amount of $37.7 million in 2005. For the year ended
December 31, 2004, we recognized in earnings an unrealized
gain on derivative instruments in the amount of
$2.3 million. This loss and gain were recognized because
the natural gas hedges were deemed to be ineffective for 2005,
and for the fourth quarter of 2004, and accordingly, the changes
in fair value of such hedges could no longer be reflected in
other comprehensive income, a component of stockholders
equity.
To the extent that the hedges are not deemed to be effective in
the future, we will likewise be exposed to volatility in
earnings resulting from changes in the fair value of our hedges.
See Note 8 Hedging Activities to our
consolidated financial statements for the year ended
December 31, 2006 in our Current Report on
Form 8-K
filed on August 7, 2007 for further discussion.
Delays
in development or production curtailment affecting our material
properties may adversely affect our financial position and
results of operations.
The size of our operations and our capital expenditure budget
limits the number of wells that we can develop in any given
year. Complications in the development of any single material
well may result in a material adverse affect on our financial
condition and results of operations. In addition, a relatively
small number of wells contribute a substantial portion of our
production. If we were to experience operational problems
resulting in the curtailment of production in any of these
wells, our total production levels would be adversely affected,
which would have a material adverse affect on our financial
condition and results of operations.
Because
our operations require significant capital expenditures, we may
not have the funds available to replace reserves, maintain
production or maintain interests in our
properties.
We must make a substantial amount of capital expenditures for
the acquisition, exploration and development of oil and natural
gas reserves. Historically, we have paid for these expenditures
with cash from operating activities, proceeds from debt and
equity financings and asset sales. Our revenues or cash flows
could be reduced because of lower oil and natural gas prices or
for other reasons. If our revenues or cash flows decrease, we
may not have the funds available to replace reserves or maintain
production at current levels. If this occurs, our production
will decline over time. Other sources of financing may not be
available to us if our cash flows from operations are not
sufficient to fund our capital expenditure requirements. Where
we are not the majority owner or operator of an oil and gas
property we may have no control over the timing or amount of
capital expenditures associated with the particular property. If
we cannot fund such capital expenditures, our interests in some
properties may be reduced or forfeited.
We may
have difficulty financing our planned growth.
We have experienced and expect to continue to experience
substantial capital expenditure and working capital needs,
particularly as a result of our drilling program. In the future,
we expect that we will require additional financing, in addition
to cash generated from operations, to fund planned growth. We
cannot be certain that additional financing will be available on
acceptable terms or at all. In the event additional capital
resources are unavailable, we may curtail drilling, development
and other activities or be forced to sell some of our assets on
an untimely or unfavorable basis.
7
If we
are not able to replace reserves, we may not be able to sustain
production at present levels.
Our future success depends largely upon our ability to find,
develop or acquire additional oil and gas reserves that are
economically recoverable. Unless we replace the reserves we
produce through successful development, exploration or
acquisition activities, our proved reserves will decline over
time. In addition, approximately 57% of our total estimated
proved reserves by volume at December 31, 2006, were
undeveloped. By their nature, estimates of undeveloped reserves
are less certain. Recovery of such reserves will require
significant capital expenditures and successful drilling
operations. We may not be able to successfully find and produce
reserves economically in the future. In addition, we may not be
able to acquire proved reserves at acceptable costs.
We may
incur substantial impairment writedowns.
If managements estimates of the recoverable reserves on a
property are revised downward or if oil and natural gas prices
decline, we may be required to record additional non-cash
impairment writedowns in the future, which would result in a
negative impact to our financial position. We review our proved
oil and gas properties for impairment on a depletable unit basis
when circumstances suggest there is a need for such a review. To
determine if a depletable unit is impaired, we compare the
carrying value of the depletable unit to the undiscounted future
net cash flows by applying managements estimates of future
oil and natural gas prices to the estimated future production of
oil and gas reserves over the economic life of the property.
Future net cash flows are based upon our independent reservoir
engineers estimates of proved reserves. In addition, other
factors such as probable and possible reserves are taken into
consideration when justified by economic conditions. For each
property determined to be impaired, we recognize an impairment
loss equal to the difference between the estimated fair value
and the carrying value of the property on a depletable unit
basis.
Fair value is estimated to be the present value of expected
future net cash flows. Any impairment charge incurred is
recorded in accumulated depreciation, depletion, impairment and
amortization to reduce our recorded basis in the asset. Each
part of this calculation is subject to a large degree of
judgment, including the determination of the depletable
units estimated reserves, future cash flows and fair
value. For the years ended December 31, 2006, and 2005, we
recorded impairments of $9.9 million and $0.3 million,
respectively. We did not record an impairment loss for the year
ended December 31, 2004.
Managements assumptions used in calculating oil and gas
reserves or regarding the future cash flows or fair value of our
properties are subject to change in the future. Any change could
cause impairment expense to be recorded, impacting our net
income or loss and our basis in the related asset. Any change in
reserves directly impacts our estimate of future cash flows from
the property, as well as the propertys fair value.
Additionally, as managements views related to future
prices change, the change will affect the estimate of future net
cash flows and the fair value estimates. Changes in either of
these amounts will directly impact the calculation of impairment.
A
majority of our production, revenue and cash flow from operating
activities are derived from assets that are concentrated in a
geographic area.
Approximately 84% of our estimated proved reserves at
December 31, 2006, and a similar percentage of our
production during 2006 were associated with our Cotton Valley
Trend. In March 2007, we sold substantially all of our South
Louisiana properties to a private company. See Note 12
Acquisitions and Divestitures to our consolidated
financial statements for the year ended December 31, 2006
in our Current Report on
Form 8-K
filed on August 7, 2007. Accordingly, if the level of
production from the remaining properties substantially declines,
it could have a material adverse effect on our overall
production level and our revenue.
The
oil and gas business involves many uncertainties, economic risks
and operating risks that can prevent us from realizing profits
and can cause substantial losses.
Our oil and gas operations are subject to the economic risks
typically associated with exploration, development and
production activities, including the necessity of significant
expenditures to locate and acquire
8
properties and to drill exploratory wells. In conducting
exploration and development activities, the presence of
unanticipated pressure or irregularities in formations,
miscalculations or accidents may cause our exploration,
development and production activities to be unsuccessful. This
could result in a total loss of our investment in a particular
property. If exploration efforts are unsuccessful in
establishing proved reserves and exploration activities cease,
the amounts accumulated as unproved costs would be charged
against earnings as impairments. In addition, the cost and
timing of drilling, completing and operating wells is often
uncertain.
The nature of the oil and gas business involves certain
operating hazards such as well blowouts, cratering, explosions,
uncontrollable flows of oil, gas or well fluids, fires,
formations with abnormal pressures, pollution, releases of toxic
gas and other environmental hazards and risks. Any of these
operating hazards could result in substantial losses to us. As a
result, substantial liabilities to third parties or governmental
entities may be incurred. The payment of these amounts could
reduce or eliminate the funds available for exploration,
development or acquisitions. These reductions in funds could
result in a loss of our properties. Additionally, some of our
oil and gas operations are located in areas that are subject to
weather disturbances such as hurricanes. Some of these
disturbances can be severe enough to cause substantial damage to
facilities and possibly interrupt production. In accordance with
customary industry practices, we maintain insurance against
some, but not all, of such risks and losses. The occurrence of
an event that is not fully covered by insurance could have a
material adverse effect on our financial position and results of
operations.
Our
debt instruments impose restrictions on us that may affect our
ability to successfully operate our business.
Our senior credit facility contains customary restrictions,
including covenants limiting our ability to incur additional
debt, grant liens, make investments, consolidate, merge or
acquire other businesses, sell assets, pay dividends and other
distributions and enter into transactions with affiliates. We
also are required to meet specified financial ratios under the
terms of our credit facility. On August 7, 2007, we amended
the senior credit facility to change our debt to EBITDAX
financial covenant to require total debt be no greater than 4.25
times EBITDAX for the trailing four quarters. EBITDAX is
earnings before interest expense, income tax, DD&A and
exploration expense. In calculating EBITDAX for this purpose,
earnings includes realized gains (losses) from derivatives not
qualifying for hedge accounting, but excludes unrealized gains
(losses) from derivatives not qualifying for hedge accounting.
The change is effective beginning with the quarter ending
June 30, 2007 and ending with the quarter ending
December 31, 2007. The financial covenant will return to a
3.5 times Debt to EBITDAX limitation for the trailing four
quarters beginning with the quarter ending March 31, 2008.
As a result of the sale of our South Louisiana assets in the
first quarter of 2007, a preliminary EBITDAX calculation for the
trailing four quarters ending June 30, 2007 (which excluded
all EBITDAX generated by the sold South Louisiana assets)
indicated that we might not be in compliance with the ratio at
the previously required 3.5 times limitation. As a result, we
requested and the bank group approved amending the ratio as
discussed above for the purpose of clarifying the calculation of
the covenant. As of June 30, 2007, we were in compliance
with all the financial covenants of our credit facility as
amended. These restrictions may make it difficult for us to
successfully execute our business strategy or to compete in our
industry with companies not similarly restricted.
We may
be unable to identify liabilities associated with the properties
that we acquire or obtain protection from sellers against
them.
The acquisition of properties requires us to assess a number of
factors, including recoverable reserves, development and
operating costs and potential environmental and other
liabilities. Such assessments are inexact and inherently
uncertain. In connection with the assessments, we perform a
review of the subject properties, but such a review will not
reveal all existing or potential problems. In the course of our
due diligence, we may not inspect every well, platform or
pipeline. We cannot necessarily observe structural and
environmental problems, such as pipeline corrosion, when an
inspection is made. We may not be able to obtain contractual
indemnities from the seller for liabilities that we created. We
may be required to assume the risk of the physical condition of
the properties in addition to the risk that the properties may
not perform in
9
accordance with our expectations. The incurrence of an
unexpected liability could have a material adverse effect on our
financial position and results of operations.
We are
subject to complex laws and regulations, including environmental
regulations that can adversely affect the cost, manner or
feasibility of doing business.
Development, production and sale of natural gas and oil in the
U.S. are subject to extensive laws and regulations,
including environmental laws and regulations. We may be required
to make large expenditures to comply with environmental and
other governmental regulations. Matters subject to regulation
include:
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discharge permits for drilling operations;
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bonds for ownership, development and production of oil and gas
properties;
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reports concerning operations; and
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taxation.
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In addition, our operations are subject to stringent federal,
state and local environmental laws and regulations governing the
discharge of materials into the environment and environmental
protection. Governmental authorities enforce compliance with
these laws and regulations and the permits issued under them,
oftentimes requiring difficult and costly actions. Failure to
comply with these laws, regulations and permits may result in
the assessment of administrative, civil and criminal penalties,
the imposition of remedial obligations, and the issuance of
injunctions limiting or prohibiting some or all of our
operations. There is inherent risk of incurring significant
environmental costs and liabilities in our business. Joint and
several strict liabilities may be incurred in connection with
discharges or releases of petroleum hydrocarbons and wastes on,
under or from our properties and from facilities where our
wastes have been taken for disposal. Private parties affected by
such discharges or releases may also have the right to pursue
legal actions to enforce compliance as well as seek damages for
personal injury or property damage. In addition, changes in
environmental laws and regulations occur frequently, and any
such changes that result in more stringent and costly
requirements could have a material adverse effect on our
business.
Competition
in the oil and gas industry is intense, and we are smaller and
have a more limited operating history than some of our
competitors.
We compete with major and independent oil and natural gas
companies for property acquisitions. We also compete for the
equipment and labor required to operate and to develop these
properties. Some of our competitors have substantially greater
financial and other resources than us. In addition, larger
competitors may be able to absorb the burden of any changes in
federal, state and local laws and regulations more easily than
we can, which would adversely affect our competitive position.
These competitors may be able to pay more for oil and natural
gas properties and may be able to define, evaluate, bid for and
acquire a greater number of properties than we can. Our ability
to acquire additional properties and develop new and existing
properties in the future will depend on our ability to conduct
operations, to evaluate and select suitable properties and to
consummate transactions in this highly competitive environment.
Our
success depends on our management team and other key personnel,
the loss of any of whom could disrupt our business
operations.
Our success will depend on our ability to retain and attract
experienced engineers, geoscientists and other professional
staff. We depend to a large extent on the efforts, technical
expertise and continued employment of these personnel and
members of our management team. If a significant number of them
resign or become unable to continue in their present role and if
they are not adequately replaced, our business operations could
be adversely affected.
10
Some
of our operations are exposed to the additional risk of tropical
weather disturbances.
Some of our production and reserves were located in South
Louisiana as of December 31, 2006. Operations in this area
are subject to tropical weather disturbances. Some of these
disturbances can be severe enough to cause substantial damage to
facilities and possibly interrupt production. For example,
Hurricanes Katrina and Rita in August and September of 2005,
respectively, impacted our South Louisiana operations. In March
2007, we sold substantially all of our properties in South
Louisiana to a private company. See Note 12
Acquisitions and Divestitures to our consolidated
financial statements for the year ended December 31, 2006
in our Current Report on
Form 8-K
filed on August 7, 2007. As a result, our exposure to
tropical weather disturbances will be significantly reduced in
the future.
Losses could occur for uninsured risks or in amounts in excess
of existing insurance coverage. We cannot assure you that we
will be able to maintain adequate insurance in the future at
rates we consider reasonable or that any particular types of
coverage will be available. An event that is not fully covered
by insurance could have a material adverse effect on our
financial position and results of operations. Hurricane Katrina
and Rita damage costs in excess of our insurance coverage
resulted in a $1.7 million loss for 2006. The loss is
included in Discontinued operations including gain on sale
of assets net of tax on our consolidated financial
statements in our Current Report on
Form 8-K
filed on August 7, 2007. In 2007, we expect to receive
$2.5 million from our insurance provider for Hurricane
Katrina damage costs. The receivable is included in
Accounts Receivable Trade and other, net
on our consolidated financial statements for the year ended
December 31, 2006 in our Current Report on
Form 8-K
filed on August 7, 2007.
Terrorist
attacks or similar hostilities may adversely impact our results
of operations.
The impact that future terrorist attacks or regional hostilities
(particularly in the Middle East) may have on the energy
industry in general, and on us in particular, is unknown.
Uncertainty surrounding military strikes or a sustained military
campaign may affect our operations in unpredictable ways,
including disruptions of fuel supplies and markets, particularly
oil, and the possibility that infrastructure facilities,
including pipelines, production facilities, processing plants
and refineries, could be direct targets of, or indirect
casualties of, an act of terror or war. Moreover, we have
incurred additional costs since the terrorist attacks of
September 11, 2001 to safeguard certain of our assets and
we may be required to incur significant additional costs in the
future.
The terrorist attacks on September 11, 2001, and the
changes in the insurance markets attributable to such attacks
have made certain types of insurance more difficult for us to
obtain. There can be no assurance that insurance will be
available to us without significant additional costs.
Instability in the financial markets as a result of terrorism or
war could also affect our ability to raise capital.
Risks
Related to Our Common Stock
Because
we have no plans to pay any dividends for the foreseeable
future, investors must look solely to stock appreciation for a
return on their investment in us.
We have never declared or paid cash dividends on our common
stock. We currently intend to retain future earnings and other
cash resources, if any, for the operation and development of our
business and do not anticipate paying any cash dividends on our
common stock in the foreseeable future. Payment of any future
dividends will be at the discretion of our board of directors
after taking into account many factors, including our financial
condition, operating results, current and anticipated cash needs
and plans for expansion. In addition, our current credit
facility prohibits us from paying cash dividends on our common
stock. Any future dividends may also be restricted by any loan
agreements that we may enter into from time to time.
Accordingly, investors must rely on sales of their common stock
after price appreciation, which may never occur, as the only way
to realize any future gains on their investment. Investors
seeking cash dividends should not purchase our common stock.
11
Insiders
own a significant amount of common stock, giving them influence
or control in corporate transactions and other matters, and the
interests of these individuals could differ from those of other
stockholders.
Members of our board of directors and our management team
beneficially own in excess of 46% of our outstanding shares of
common stock after giving effect to the issuance of our common
stock pursuant to the share lending agreement. As a result,
these stockholders are in a position to significantly influence
or control the outcome of matters requiring a stockholder vote,
including the election of directors, the adoption of an
amendment to our certificate of incorporation or bylaws and the
approval of mergers and other significant corporate
transactions. Their control of us may delay or prevent a change
of control of us and may adversely affect the voting and other
rights of other stockholders.
Our
certificate of incorporation and bylaws contain provisions that
could discourage an acquisition or change of control of
us.
Our certificate of incorporation authorizes our board of
directors to issue preferred stock without shareholder approval.
If our board of directors elects to issue preferred stock, it
could be more difficult for a third party to acquire control of
us. In addition, provisions of the certificate of incorporation
and bylaws, such as limitations on shareholder proposals at
meetings of shareholders and restrictions on the ability of our
shareholders to call special meetings, could also make it more
difficult for a third party to acquire control of us. Our bylaws
provide that our board of directors is divided into three
classes, each elected for staggered three-year terms. Thus,
control of the board of directors cannot be changed in one year;
rather, at least two annual meetings must be held before a
majority of the members of the board of directors could be
changed.
These provisions of our certificate of incorporation and bylaws
may delay, defer or prevent a tender offer or takeover attempt
that a shareholder might consider in his or her best interest,
including attempts that might result in a premium over the
market price for the common stock. Please read Description
of Capital Stock for additional details concerning the
provisions of our certificate of incorporation and bylaws.
Future
issuances of our common shares may adversely affect the price of
our common shares.
The future issuance of a substantial number of common shares
into the public market, or the perception that such issuance
could occur, could adversely affect the prevailing market price
of our common shares. A decline in the price of our common
shares could make it more difficult to raise funds through
future offerings of our common shares or securities convertible
into common shares.
Risks
Related to Debt Securities
If an
active trading market does not develop for a series of Debt
Securities sold pursuant to this prospectus, you may be unable
to sell any such Debt Securities or to sell any such Debt
Securities at a price that you deem sufficient.
Unless otherwise specified in an accompanying prospectus
supplement, any Debt Securities sold pursuant to this prospectus
will be new securities for which there currently is no
established trading market. We may elect not to list any Debt
Securities sold pursuant to this prospectus on a national
securities exchange. While the underwriters of a particular
offering of Debt Securities may advise us that they intend to
make a market in those Debt Securities, the underwriters will
not be obligated to do so and may stop their market making at
any time. No assurance can be given:
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that a market for any series of Debt Securities will develop or
continue;
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as to the liquidity of any market that does develop; or
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as to your ability to sell any Debt Securities you may own or
the price at which you may be able to sell your Debt Securities.
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12
A
guarantee of Debt Securities could be voided if the guarantors
fraudulently transferred their guarantees at the time they
incurred the indebtedness, which could result in the holders of
Debt Securities being able to rely on only Goodrich Petroleum
Corporation to satisfy claims.
Any series of Debt Securities issued pursuant to this prospectus
may be fully, irrevocably and unconditionally guaranteed by the
Subsidiary Guarantor. However, under United States bankruptcy
law and comparable provisions of state fraudulent transfer laws,
such a guarantee can be voided, or claims under a guarantee may
be subordinated to all other debts of that guarantor if, among
other things, the guarantor, at the time it incurred the
indebtedness evidenced by its guarantee:
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intended to hinder, delay or defraud any present or future
creditor or received less than reasonably equivalent value or
fair consideration for the incurrence of the guarantee;
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was insolvent or rendered insolvent by reason of such incurrence;
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was engaged in a business or transaction for which the
guarantors remaining assets constituted unreasonably small
capital; or
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intended to incur, or believed that it would incur, debts beyond
its ability to pay those debts as they mature.
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In addition, any payment by that guarantor under a guarantee
could be voided and required to be returned to the guarantor or
to a fund for the benefit of the creditors of the guarantor.
The measures of insolvency for purposes of fraudulent transfer
laws vary depending upon the governing law. Generally, a
guarantor would be considered insolvent if:
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the sum of its debts, including contingent liabilities, was
greater than the fair saleable value of all of its assets;
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the present fair saleable value of its assets was less than the
amount that would be required to pay its probable liability on
its existing debts, including contingent liabilities, as they
became absolute and mature; or
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it could not pay its debts as they became due.
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Holders
of any Debt Securities sold pursuant to this prospectus will be
effectively subordinated to all of our and the Subsidiary
Guarantors secured indebtedness and to all liabilities of
any non-guarantor subsidiaries.
Holders of our secured indebtedness, including the indebtedness
under our credit facility, have claims with respect to our
assets constituting collateral for their indebtedness that are
prior to the claims of any Debt Securities sold pursuant to this
prospectus. In the event of a default on such Debt Securities or
our bankruptcy, liquidation or reorganization, those assets
would be available to satisfy obligations with respect to the
indebtedness secured thereby before any payment could be made on
Debt Securities sold pursuant to this prospectus. Accordingly,
the secured indebtedness would effectively be senior to such
series of Debt Securities to the extent of the value of the
collateral securing the indebtedness. To the extent the value of
the collateral is not sufficient to satisfy the secured
indebtedness, the holders of that indebtedness would be entitled
to share with the holders of the Debt Securities issued pursuant
to this prospectus and the holders of other claims against us
with respect to our other assets.
In addition, the Subsidiary Guarantor may not constitute all of
our subsidiaries and any series of Debt Securities issued and
sold pursuant to this prospectus may not be guaranteed by all of
our subsidiaries, and our non-guarantor subsidiaries will be
permitted to incur additional indebtedness under the indenture.
As a result, holders of such Debt Securities may be effectively
subordinated to claims of third party creditors, including
holders of indebtedness, and preferred shareholders of these
non-guarantor subsidiaries. Claims of those other creditors,
including trade creditors, secured creditors, governmental
taxing authorities, holders of indebtedness or guarantees issued
by the non-guarantor subsidiaries and preferred shareholders of
the non-guarantor subsidiaries, will generally have priority as
to the assets of the non-guarantor subsidiaries over our claims
and
13
equity interests. As a result, holders of our indebtedness,
including the holders of the Debt Securities sold pursuant to
this prospectus, will be effectively subordinated to all those
claims.
As a
holding company, our only source of cash is distributions from
our subsidiaries.
We are a holding company with no operations of our own and we
conduct all of our business through our subsidiaries. We are
wholly dependent on the cash flow of our subsidiaries and
dividends and distributions to us from our subsidiaries in order
to service our current indebtedness, including our
3.25% Convertible Senior Notes due 2026, and any of our
future obligations. Our subsidiaries are separate and distinct
legal entities and have no obligation, contingent or otherwise,
to pay any amounts due pursuant to the notes or to make any
funds available therefore. The ability of our subsidiaries to
pay such dividends and distributions will be subject to, among
other things, statutory or contractual restrictions. We cannot
assure you that our subsidiaries will generate cash flow
sufficient to pay dividends or distributions to us in order to
pay interest or other payments on our debt.
The
fundamental change purchase feature of our 3.25% convertible
senior notes may delay or prevent an otherwise beneficial
takeover attempt of our company.
The terms of the notes require us to purchase the notes for cash
in the event of a fundamental change. A takeover of our company
would trigger the requirement that we purchase the notes. This
may have the effect of delaying or preventing a takeover of our
company that would otherwise be beneficial to investors. See
also Risks Related to Our Common Stock
Provisions of our certificate of incorporation, bylaws,
stockholder rights plan and Delaware law could deter takeover
attempts. and Description of Capital
Stock Anti-Takeover Effects of Certificate, Bylaws
and Stockholder Rights Plan.
Conversion
of our 3.25% convertible senior notes may dilute the ownership
interest of existing stockholders, including holders who have
previously converted their notes.
The conversion of our 3.25% convertible senior notes may dilute
the ownership interests of existing stockholders, including
holders who have previously converted their notes. Any sales in
the public market of our common stock issuable upon such
conversion could adversely affect prevailing market prices of
our common stock.
14
THE
COMPANY
General
We are an independent oil and gas company engaged in the
exploration, exploitation, development and production of oil and
natural gas properties primarily in the Cotton Valley Trend of
East Texas and Northwest Louisiana.
Our principal executive offices are located at 808 Travis
Street, Suite 1320, Houston, Texas 77002. We also have an
office in Shreveport, Louisiana. Our common stock is listed on
the New York Stock Exchange under the symbol GDP.
Business
Strategy
Our business strategy is to provide long term growth in net
asset value per share, through the growth and expansion of our
oil and gas reserves and production. We focus on adding reserve
value through the development of our relatively low risk
development drilling program in the Cotton Valley Trend. We
continue to aggressively pursue the acquisition and evaluation
of prospective acreage, oil and gas drilling opportunities and
potential property acquisitions.
Several of the key elements of our business strategy are the
following:
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Exploit and Develop Existing Property Base. We
seek to maximize the value of our existing assets by developing
and exploiting properties with the highest production and
reserve growth potential. We intend to concentrate on developing
our multi-year inventory of drilling locations in the Cotton
Valley Trend. Our Cotton Valley Trend inventory is currently
estimated to include over 1,900 possible future drilling
locations, based generally on 40 acre spacing. We are
continually performing field studies of our existing properties
and reevaluating the possibility of additional exploration and
development opportunities on these properties utilizing advanced
technologies available at present.
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Expand Acreage Position in the Cotton Valley
Trend. We have increased our acreage position
from approximately 129,000 gross acres at December 31,
2005, to 185,000 gross acres as of June 30, 2007. We
concentrate our efforts in areas where we can apply our
technical expertise and where we have significant operational
control or experience. To leverage our extensive regional
knowledge base, we seek to acquire leasehold acreage with
significant drilling potential in the Cotton Valley Trend and
other areas, which exhibit similar characteristics to our
existing properties.
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Focus on Low Operating Costs. We continually
seek ways to minimize lease operating expenses and overhead
expenses. We will continue to seek to control costs to the
greatest extent possible by controlling our operations. In March
2007, we sold substantially all of our properties in South
Louisiana. These properties had higher operating costs per Mcfe
than our other properties. As a result of this sale, we expect
our ongoing operating costs per Mcfe to decrease due to the
lower cost nature of our Cotton Valley Trend operations.
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Maintain an Active Hedging Program. We
actively manage our exposure to commodity price fluctuations by
hedging meaningful portions of our expected production through
the use of derivatives, typically fixed price swaps and costless
collars. The level of our hedging activity and the duration of
the instruments employed depend upon our view of market
conditions, available hedge prices and our operating strategy.
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ABOUT THE
SUBSIDIARY GUARANTOR
Goodrich Petroleum Corporation is a holding company. We conduct
all of our operations through our subsidiaries. Goodrich
Petroleum Company, LLC, is our only material subsidiary as of
the date of this prospectus and, if so indicated in an
accompanying prospectus supplement, Goodrich Petroleum Company,
LLC may fully, irrevocably and unconditionally guarantee our
payment obligations under any series of debt securities offered
by this prospectus. We refer to Goodrich Petroleum Company, LLC
in this prospectus as the Subsidiary Guarantor.
Financial information concerning our Subsidiary Guarantor and
non-guarantor subsidiaries will be included in our consolidated
financial statements filed as a part of our periodic reports
filed pursuant to the Exchange Act to the extent required by the
rules and regulations of the SEC.
Additional information concerning our subsidiaries and us is
included in reports and other documents incorporated by
reference in this prospectus. See Where You Can Find More
Information.
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USE OF
PROCEEDS
Except as may be stated in the applicable prospectus supplement,
we intend to use the net proceeds we receive from any sales of
securities by us under this prospectus for general corporate
purposes.
RATIOS OF
EARNINGS TO FIXED CHARGES AND
EARNINGS TO FIXED CHARGES AND PREFERENCE SECURITIES
DIVIDENDS
The following table contains our consolidated ratios of earnings
to fixed charges and ratios of earnings to fixed charges plus
preferred stock dividends for the periods indicated.
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Six Months
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Ended
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Years Ended December 31,
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June 30,
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2002(a)
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2003(b)
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2004(c)
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2005(d)
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2006
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2006
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2007(e)
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Ratio of earnings to fixed charges
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2.84
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8.99
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Ratio of earnings to fixed charges
and preference securities dividends
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1.30
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2.88
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The deficiency of earnings necessary to cover fixed charges and
fixed charges plus dividends for the year ended
December 31, 2002 was $6.8 million and
$7.6 million, respectively. |
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The deficiency of earnings necessary to cover fixed charges and
fixed charges plus dividends for the year ended
December 31, 2003 was $7.7 million and
$8.7 million, respectively. |
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The deficiency of earnings necessary to cover fixed charges and
fixed charges plus dividends for the year ended
December 31, 2004 was $3.6 million and
$4.6 million, respectively. |
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The deficiency of earnings necessary to cover fixed charges and
fixed charges plus dividends for the year ended
December 31, 2005 was $37.6 million and
$38.7 million, respectively. |
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The deficiency of earnings necessary to cover fixed charges and
fixed charges plus dividends for the six months ended
June 30, 2007 was $23.8 million and
$28.4 million, respectively. |
The ratios were computed by dividing earnings by fixed charges
and by fixed charges plus preferred stock dividends,
respectively. For this purpose, earnings represent
the aggregate of (i) income from continuing operations
before income taxes and (ii) fixed charges (excluding
capitalized interest). Fixed charges consists of
interest expense, amortization of debt discount and deferred
financing costs.
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DESCRIPTION
OF DEBT SECURITIES
The Debt Securities will be either our senior debt securities
(Senior Debt Securities) or our subordinated debt
securities (Subordinated Debt Securities). The
Senior Debt Securities and the Subordinated Debt Securities will
be issued under separate Indentures among us, the Subsidiary
Guarantor of such Debt Securities, if any, and a trustee to be
determined (the Trustee). Senior Debt Securities
will be issued under a Senior Indenture and
Subordinated Debt Securities will be issued under a
Subordinated Indenture. Together, the Senior
Indenture and the Subordinated Indenture are called
Indentures.
The Debt Securities may be issued from time to time in one or
more series. The particular terms of each series that are
offered by a prospectus supplement will be described in the
prospectus supplement.
Unless the Debt Securities are guaranteed by our subsidiaries as
described below, the rights of Goodrich and our creditors,
including holders of the Debt Securities, to participate in the
assets of any subsidiary upon the latters liquidation or
reorganization, will be subject to the prior claims of the
subsidiarys creditors, except to the extent that we may
ourself be a creditor with recognized claims against such
subsidiary.
We have summarized selected provisions of the Indentures below.
The summary is not complete. The form of each Indenture has been
filed with the SEC as an exhibit to the registration statement
of which this prospectus is a part, and you should read the
Indentures for provisions that may be important to you. In the
summary below we have included references to article or section
numbers of the applicable Indenture so that you can easily
locate these provisions. Whenever we refer in this prospectus or
in the prospectus supplement to particular article or sections
or defined terms of the Indentures, those article or sections or
defined terms are incorporated by reference herein or therein,
as applicable. Capitalized terms used in the summary have the
meanings specified in the Indentures.
General
The Indentures provide that Debt Securities in separate series
may be issued thereunder from time to time without limitation as
to aggregate principal amount. We may specify a maximum
aggregate principal amount for the Debt Securities of any series
(Section 301). We will determine the terms and conditions
of the Debt Securities, including the maturity, principal and
interest, but those terms must be consistent with the Indenture.
The Debt Securities may be our secured or unsecured obligations.
The Subordinated Debt Securities will be subordinated in right
of payment to the prior payment in full of all of our Senior
Debt (as defined) as described under
Subordination of Subordinated Debt
Securities and in the prospectus supplement applicable to
any Subordinated Debt Securities. If the prospectus supplement
so indicates, the Debt Securities will be convertible into our
common stock (Section 301).
If the prospectus supplement so indicates, the Debt Securities
will be convertible into our common stock (Section 301).
If specified in the prospectus supplement, Goodrich Petroleum
Company, LLC (the Subsidiary Guarantor) will fully
and unconditionally guarantee (the Subsidiary
Guarantee) the Debt Securities as described under
Subsidiary Guarantee and in the
prospectus supplement. The Subsidiary Guarantee will be an
unsecured obligations of the Subsidiary Guarantor. A Subsidiary
Guarantee of Subordinated Debt Securities will be subordinated
to the Senior Debt of the Subsidiary Guarantor on the same basis
as the Subordinated Debt Securities are subordinated to our
Senior Debt (Article Thirteen).
The applicable prospectus supplement will set forth the price or
prices at which the Debt Securities to be offered will be issued
and will describe the following terms of such Debt Securities:
(1) the title of the Debt Securities;
(2) whether the Debt Securities are Senior Debt Securities
or Subordinated Debt Securities and, if Subordinated Debt
Securities, the related subordination terms;
(3) whether the Subsidiary Guarantor will provide a
Subsidiary Guarantee of the Debt Securities;
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(4) any limit on the aggregate principal amount of the Debt
Securities;
(5) the dates on which the principal of the Debt Securities
will be payable;
(6) the interest rate that the Debt Securities will bear
and the interest payment dates for the Debt Securities;
(7) the places where payments on the Debt Securities will
be payable;
(8) any terms upon which the Debt Securities may be
redeemed, in whole or in part, at our option;
(9) any sinking fund or other provisions that would
obligate us to repurchase or otherwise redeem the Debt
Securities;
(10) the portion of the principal amount, if less than all,
of the Debt Securities that will be payable upon declaration of
acceleration of the Maturity of the Debt Securities;
(11) whether the Debt Securities are defeasible;
(12) any addition to or change in the Events of Default;
(13) whether the Debt Securities are convertible into our
common stock and, if so, the terms and conditions upon which
conversion will be effected, including the initial conversion
price or conversion rate and any adjustments thereto and the
conversion period;
(14) any addition to or change in the covenants in the
Indenture applicable to the Debt Securities; and
(15) any other terms of the Debt Securities not
inconsistent with the provisions of the Indenture
(Section 301).
Debt Securities, including any Debt Securities which provide for
an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity
thereof (Original Issue Discount Securities), may be
sold at a substantial discount below their principal amount.
Special United States federal income tax considerations
applicable to Debt Securities sold at an original issue discount
may be described in the applicable prospectus supplement. In
addition, special United States federal income tax or other
considerations applicable to any Debt Securities that are
denominated in a currency or currency unit other than United
States dollars may be described in the applicable prospectus
supplement.
Subordination
of Subordinated Debt Securities
The indebtedness evidenced by the Subordinated Debt Securities
will, to the extent set forth in the Subordinated Indenture with
respect to each series of Subordinated Debt Securities, be
subordinate in right of payment to the prior payment in full of
all of our Senior Debt, including the Senior Debt Securities,
and it may also be senior in right of payment to all of our
Subordinated Debt (Article Twelve of the Subordinated
Indenture). The prospectus supplement relating to any
Subordinated Debt Securities will summarize the subordination
provisions of the Subordinated Indenture applicable to that
series including:
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the applicability and effect of such provisions upon any payment
or distribution respecting that series following any
liquidation, dissolution or other
winding-up,
or any assignment for the benefit of creditors or other
marshaling of assets or any bankruptcy, insolvency or similar
proceedings;
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the applicability and effect of such provisions in the event of
specified defaults with respect to any Senior Debt, including
the circumstances under which and the periods in which we will
be prohibited from making payments on the Subordinated Debt
Securities; and
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the definition of Senior Debt applicable to the Subordinated
Debt Securities of that series and, if the series is issued on a
senior subordinated basis, the definition of Subordinated Debt
applicable to that series.
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The prospectus supplement will also describe as of a recent date
the approximate amount of Senior Debt to which the Subordinated
Debt Securities of that series will be subordinated.
The failure to make any payment on any of the Subordinated Debt
Securities by reason of the subordination provisions of the
Subordinated Indenture described in the prospectus supplement
will not be construed as preventing the occurrence of an Event
of Default with respect to the Subordinated Debt Securities
arising from any such failure to make payment.
The subordination provisions described above will not be
applicable to payments in respect of the Subordinated Debt
Securities from a defeasance trust established in connection
with any legal defeasance or covenant defeasance of the
Subordinated Debt Securities as described under
Legal Defeasance and Covenant Defeasance.
Subsidiary
Guarantee
If specified in the prospectus supplement, the Subsidiary
Guarantor will guarantee the Debt Securities of a series. Unless
otherwise indicated in the prospectus supplement, the following
provisions will apply to the Subsidiary Guarantee of the
Subsidiary Guarantor.
Subject to the limitations described below and in the prospectus
supplement, the Subsidiary Guarantor will fully and
unconditionally guarantee the punctual payment when due, whether
at Stated Maturity, by acceleration or otherwise, of all our
payment obligations under the Indentures and the Debt Securities
of a series, whether for principal of, premium, if any, or
interest on the Debt Securities or otherwise (all such
obligations guaranteed by a Subsidiary Guarantor being herein
called the Guaranteed Obligations). The Subsidiary
Guarantor will also pay all expenses (including reasonable
counsel fees and expenses) incurred by the applicable Trustee in
enforcing any rights under a Subsidiary Guarantee with respect
to a Subsidiary Guarantor (Section 1302).
In the case of Subordinated Debt Securities, a Subsidiary
Guarantors Subsidiary Guarantee will be subordinated in
right of payment to the Senior Debt of such Subsidiary Guarantor
on the same basis as the Subordinated Debt Securities are
subordinated to our Senior Debt. No payment will be made by any
Subsidiary Guarantor under its Subsidiary Guarantee during any
period in which payments by us on the Subordinated Debt
Securities are suspended by the subordination provisions of the
Subordinated Indenture (Article Fourteen of the
Subordinated Indenture).
Each Subsidiary Guarantee will be limited in amount to an amount
not to exceed the maximum amount that can be guaranteed by the
relevant Subsidiary Guarantor without rendering such Subsidiary
Guarantee voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally (Section 1306).
Each Subsidiary Guarantee will be a continuing guarantee and
will:
(1) remain in full force and effect until either
(a) payment in full of all the applicable Debt Securities
(or such Debt Securities are otherwise satisfied and discharged
in accordance with the provisions of the applicable Indenture)
or (b) released as described in the following paragraph;
(2) be binding upon each Subsidiary Guarantor; and
(3) inure to the benefit of and be enforceable by the
applicable Trustee, the Holders and their successors,
transferees and assigns.
In the event that a Subsidiary Guarantor ceases to be a
Subsidiary, either legal defeasance or covenant defeasance
occurs with respect to the series or all or substantially all of
the assets or all of the Capital Stock of such Subsidiary
Guarantor is sold, including by way of sale, merger,
consolidation or otherwise, such Subsidiary Guarantor will be
released and discharged of its obligations under its Subsidiary
Guarantee without any further action required on the part of the
Trustee or any Holder, and no other person acquiring or owning
the assets or Capital Stock of such Subsidiary Guarantor will be
required to enter into a Subsidiary Guarantee
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(Section 1304). In addition, the prospectus supplement may
specify additional circumstances under which a Subsidiary
Guarantor can be released from its Subsidiary Guarantee.
Form,
Exchange and Transfer
The Debt Securities of each series will be issuable only in
fully registered form, without coupons, and, unless otherwise
specified in the applicable prospectus supplement, only in
denominations of $1,000 and integral multiples thereof
(Section 302).
At the option of the Holder, subject to the terms of the
applicable Indenture and the limitations applicable to Global
Securities, Debt Securities of each series will be exchangeable
for other Debt Securities of the same series of any authorized
denomination and of a like tenor and aggregate principal amount
(Section 305).
Subject to the terms of the applicable Indenture and the
limitations applicable to Global Securities, Debt Securities may
be presented for exchange as provided above or for registration
of transfer (duly endorsed or with the form of transfer endorsed
thereon duly executed) at the office of the Security Registrar
or at the office of any transfer agent designated by us for such
purpose. No service charge will be made for any registration of
transfer or exchange of Debt Securities, but we may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in that connection. Such transfer or
exchange will be effected upon the Security Registrar or such
transfer agent, as the case may be, being satisfied with the
documents of title and identity of the person making the
request. The Security Registrar and any other transfer agent
initially designated by us for any Debt Securities will be named
in the applicable prospectus supplement (Section 305). We
may at any time designate additional transfer agents or rescind
the designation of any transfer agent or approve a change in the
office through which any transfer agent acts, except that we
will be required to maintain a transfer agent in each Place of
Payment for the Debt Securities of each series
(Section 1002).
If the Debt Securities of any series (or of any series and
specified tenor) are to be redeemed in part, we will not be
required to (1) issue, register the transfer of or exchange
any Debt Security of that series (or of that series and
specified tenor, as the case may be) during a period beginning
at the opening of business 15 days before the day of
mailing of a notice of redemption of any such Debt Security that
may be selected for redemption and ending at the close of
business on the day of such mailing or (2) register the
transfer of or exchange any Debt Security so selected for
redemption, in whole or in part, except the unredeemed portion
of any such Debt Security being redeemed in part
(Section 305).
Global
Securities
Some or all of the Debt Securities of any series may be
represented, in whole or in part, by one or more Global
Securities that will have an aggregate principal amount equal to
that of the Debt Securities they represent. Each Global Security
will be registered in the name of a Depositary or its nominee
identified in the applicable prospectus supplement, will be
deposited with such Depositary or nominee or its custodian and
will bear a legend regarding the restrictions on exchanges and
registration of transfer thereof referred to below and any such
other matters as may be provided for pursuant to the applicable
Indenture.
Notwithstanding any provision of the Indentures or any Debt
Security described in this prospectus, no Global Security may be
exchanged in whole or in part for Debt Securities registered,
and no transfer of a Global Security in whole or in part may be
registered, in the name of any person other than the Depositary
for such Global Security or any nominee of such Depositary
unless:
(1) the Depositary has notified us that it is unwilling or
unable to continue as Depositary for such Global Security or has
ceased to be qualified to act as such as required by the
applicable Indenture, and in either case we fail to appoint a
successor Depositary within 90 days;
(2) an Event of Default with respect to the Debt Securities
represented by such Global Security has occurred and is
continuing and the Trustee has received a written request from
the Depositary to issue certificated Debt Securities; or
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(3) other circumstances exist, in addition to or in lieu of
those described above, as may be described in the applicable
prospectus supplement.
All certificated Debt Securities issued in exchange for a Global
Security or any portion thereof will be registered in such names
as the Depositary may direct (Sections 205 and 305).
As long as the Depositary, or its nominee, is the registered
holder of a Global Security, the Depositary or such nominee, as
the case may be, will be considered the sole owner and Holder of
such Global Security and the Debt Securities that it represents
for all purposes under the Debt Securities and the applicable
Indenture (Section 308). Except in the limited
circumstances referred to above, owners of beneficial interests
in a Global Security will not be entitled to have such Global
Security or any Debt Securities that it represents registered in
their names, will not receive or be entitled to receive physical
delivery of certificated Debt Securities in exchange for those
interests and will not be considered to be the owners or Holders
of such Global Security or any Debt Securities that is
represents for any purpose under the Debt Securities or the
applicable Indenture. All payments on a Global Security will be
made to the Depositary or its nominee, as the case may be, as
the Holder of the security. The laws of some jurisdictions
require that some purchasers of Debt Securities take physical
delivery of such Debt Securities in certificated form. These
laws may impair the ability to transfer beneficial interests in
a Global Security.
Ownership of beneficial interests in a Global Security will be
limited to institutions that have accounts with the Depositary
or its nominee (participants) and to persons that
may hold beneficial interests through participants. In
connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and
transfer system, the respective principal amounts of Debt
Securities represented by the Global Security to the accounts of
its participants. Ownership of beneficial interests in a Global
Security will be shown only on, and the transfer of those
ownership interests will be effected only through, records
maintained by the Depositary (with respect to participants
interests) or any such participant (with respect to interests of
persons held by such participants on their behalf). Payments,
transfers, exchanges and other matters relating to beneficial
interests in a Global Security may be subject to various
policies and procedures adopted by the Depositary from time to
time. None of us, the Subsidiary Guarantor, the Trustees or the
agents of ourself, the Subsidiary Guarantor or the Trustees will
have any responsibility or liability for any aspect of the
Depositarys or any participants records relating to,
or for payments made on account of, beneficial interests in a
Global Security, or for maintaining, supervising or reviewing
any records relating to such beneficial interests.
Payment
and Paying Agents
Unless otherwise indicated in the applicable prospectus
supplement, payment of interest on a Debt Security on any
Interest Payment Date will be made to the Person in whose name
such Debt Security (or one or more Predecessor Debt Securities)
is registered at the close of business on the Regular Record
Date for such interest (Section 307).
Unless otherwise indicated in the applicable prospectus
supplement, principal of and any premium and interest on the
Debt Securities of a particular series will be payable at the
office of such Paying Agent or Paying Agents as we may designate
for such purpose from time to time, except that at our option
payment of any interest on Debt Securities in certificated form
may be made by check mailed to the address of the Person
entitled thereto as such address appears in the Security
Register. Unless otherwise indicated in the applicable
prospectus supplement, the corporate trust office of the Trustee
under the Senior Indenture in The City of New York will be
designated as sole Paying Agent for payments with respect to
Senior Debt Securities of each series, and the corporate trust
office of the Trustee under the Subordinated Indenture in The
City of New York will be designated as the sole Paying
Agent for payment with respect to Subordinated Debt Securities
of each series. Any other Paying Agents initially designated by
us for the Debt Securities of a particular series will be named
in the applicable prospectus supplement. We may at any time
designate additional Paying Agents or rescind the designation of
any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that we will be required to
maintain a Paying Agent in each Place of Payment for the Debt
Securities of a particular series (Section 1002).
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All money paid by us to a Paying Agent for the payment of the
principal of or any premium or interest on any Debt Security
which remain unclaimed at the end of two years after such
principal, premium or interest has become due and payable will
be repaid to us, and the Holder of such Debt Security thereafter
may look only to us for payment (Section 1003).
Consolidation,
Merger and Sale of Assets
Unless otherwise specified in the prospectus supplement, we may
not consolidate with or merge into, or transfer, lease or
otherwise dispose of all or substantially all of our assets to,
any Person (a successor Person), and may not permit
any Person to consolidate with or merge into us, unless:
(1) the successor Person (if any) is a corporation,
partnership, trust or other entity organized and validly
existing under the laws of any domestic jurisdiction and assumes
our obligations on the Debt Securities and under the Indentures;
(2) immediately before and after giving pro forma effect to
the transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of
Default, has occurred and is continuing; and
(3) several other conditions, including any additional
conditions with respect to any particular Debt Securities
specified in the applicable prospectus supplement, are met
(Section 801).
Events of
Default
Unless otherwise specified in the prospectus supplement, each of
the following will constitute an Event of Default under the
applicable Indenture with respect to Debt Securities of any
series:
(1) failure to pay principal of or any premium on any Debt
Security of that series when due, whether or not, in the case of
Subordinated Debt Securities, such payment is prohibited by the
subordination provisions of the Subordinated Indenture;
(2) failure to pay any interest on any Debt Securities of
that series when due, continued for 30 days, whether or
not, in the case of Subordinated Debt Securities, such payment
is prohibited by the subordination provisions of the
Subordinated Indenture;
(3) failure to deposit any sinking fund payment, when due,
in respect of any Debt Security of that series, whether or not,
in the case of Subordinated Debt Securities, such deposit is
prohibited by the subordination provisions of the Subordinated
Indenture;
(4) failure to perform or comply with the provisions
described under Consolidation, Merger and Sale of
Assets;
(5) failure to perform any of our other covenants in such
Indenture (other than a covenant included in such Indenture
solely for the benefit of a series other than that series),
continued for 60 days after written notice has been given
by the applicable Trustee, or the Holders of at least 25% in
principal amount of the Outstanding Debt Securities of that
series, as provided in such Indenture;
(6) Indebtedness of ourself, any Significant Subsidiary or,
if a Subsidiary Guarantor has guaranteed the series, such
Subsidiary Guarantor, is not paid within any applicable grace
period after final maturity or is accelerated by its holders
because of a default and the total amount of such Indebtedness
unpaid or accelerated exceeds $20.0 million;
(7) any judgment or decree for the payment of money in
excess of $20.0 million is entered against us, any
Significant Subsidiary or, if a Subsidiary Guarantor has
guaranteed the series, such Subsidiary Guarantor, remains
outstanding for a period of 60 consecutive days following entry
of such judgment and is not discharged, waived or stayed;
(8) certain events of bankruptcy, insolvency or
reorganization affecting us, any Significant Subsidiary or, if a
Subsidiary Guarantor has guaranteed the series, such Subsidiary
Guarantor; and
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(9) if any Subsidiary Guarantor has guaranteed such series,
the Subsidiary Guarantee of any such Subsidiary Guarantor is
held by a final non-appealable order or judgment of a court of
competent jurisdiction to be unenforceable or invalid or ceases
for any reason to be in full force and effect (other than in
accordance with the terms of the applicable Indenture) or any
Subsidiary Guarantor or any Person acting on behalf of any
Subsidiary Guarantor denies or disaffirms such Subsidiary
Guarantors obligations under its Subsidiary Guarantee
(other than by reason of a release of such Subsidiary Guarantor
from its Subsidiary Guarantee in accordance with the terms of
the applicable Indenture) (Section 501).
If an Event of Default (other than an Event of Default with
respect to Goodrich Petroleum Corporation described in
clause (8) above) with respect to the Debt Securities of
any series at the time Outstanding occurs and is continuing,
either the applicable Trustee or the Holders of at least 25% in
principal amount of the Outstanding Debt Securities of that
series by notice as provided in the Indenture may declare the
principal amount of the Debt Securities of that series (or, in
the case of any Debt Security that is an Original Issue Discount
Debt Security, such portion of the principal amount of such Debt
Security as may be specified in the terms of such Debt Security)
to be due and payable immediately, together with any accrued and
unpaid interest thereon. If an Event of Default with respect to
Goodrich Petroleum Corporation described in clause (8)
above with respect to the Debt Securities of any series at the
time Outstanding occurs, the principal amount of all the Debt
Securities of that series (or, in the case of any such Original
Issue Discount Security, such specified amount) will
automatically, and without any action by the applicable Trustee
or any Holder, become immediately due and payable, together with
any accrued and unpaid interest thereon. After any such
acceleration, but before a judgment or decree based on
acceleration, the Holders of a majority in principal amount of
the Outstanding Debt Securities of that series may, under
certain circumstances, rescind and annul such acceleration if
all Events of Default, other than the non-payment of accelerated
principal (or other specified amount), have been cured or waived
as provided in the applicable Indenture (Section 502). For
information as to waiver of defaults, see
Modification and Waiver below.
Subject to the provisions of the Indentures relating to the
duties of the Trustees in case an Event of Default has occurred
and is continuing, each Trustee will be under no obligation to
exercise any of its rights or powers under the applicable
Indenture at the request or direction of any of the Holders,
unless such Holders have offered to such Trustee reasonable
security or indemnity (Section 603). Subject to such
provisions for the indemnification of the Trustees, the Holders
of a majority in principal amount of the Outstanding Debt
Securities of any series will have the right to direct the time,
method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Debt Securities of
that series (Section 512).
No Holder of a Debt Security of any series will have any right
to institute any proceeding with respect to the applicable
Indenture, or for the appointment of a receiver or a trustee, or
for any other remedy thereunder, unless:
(1) such Holder has previously given to the Trustee under
the applicable Indenture written notice of a continuing Event of
Default with respect to the Debt Securities of that series;
(2) the Holders of at least 25% in principal amount of the
Outstanding Debt Securities of that series have made written
request, and such Holder or Holders have offered reasonable
indemnity, to the Trustee to institute such proceeding as
trustee; and
(3) the Trustee has failed to institute such proceeding,
and has not received from the Holders of a majority in principal
amount of the Outstanding Debt Securities of that series a
direction inconsistent with such request, within 60 days
after such notice, request and offer (Section 507).
However, such limitations do not apply to a suit instituted by a
Holder of a Debt Security for the enforcement of payment of the
principal of or any premium or interest on such Debt Security on
or after the applicable due date specified in such Debt Security
or, if applicable, to convert such Debt Security
(Section 508).
We will be required to furnish to each Trustee annually a
statement by certain of our officers as to whether or not we, to
their knowledge, are in default in the performance or observance
of any of the terms,
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provisions and conditions of the applicable Indenture and, if
so, specifying all such known defaults (Section 1004).
Modification
and Waiver
Modifications and amendments of an Indenture may be made by us,
the Subsidiary Guarantor, if applicable, and the applicable
Trustee with the consent of the Holders of a majority in
principal amount of the Outstanding Debt Securities of each
series affected by such modification or amendment; provided,
however, that no such modification or amendment may, without the
consent of the Holder of each Outstanding Debt Security affected
thereby:
(1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Debt Security;
(2) reduce the principal amount of, or any premium or
interest on, any Debt Security;
(3) reduce the amount of principal of an Original Issue
Discount Security or any other Debt Security payable upon
acceleration of the Maturity thereof;
(4) change the place or currency of payment of principal
of, or any premium or interest on, any Debt Security;
(5) impair the right to institute suit for the enforcement
of any payment due on or any conversion right with respect to
any Debt Security;
(6) modify the subordination provisions in the case of
Subordinated Debt Securities, or modify any conversion
provisions, in either case in a manner adverse to the Holders of
the Subordinated Debt Securities;
(7) except as provided in the applicable Indenture, release
the Subsidiary Guarantee of a Subsidiary Guarantor;
(8) reduce the percentage in principal amount of
Outstanding Debt Securities of any series, the consent of whose
Holders is required for modification or amendment of the
Indenture;
(9) reduce the percentage in principal amount of
Outstanding Debt Securities of any series necessary for waiver
of compliance with certain provisions of the Indenture or for
waiver of certain defaults;
(10) modify such provisions with respect to modification,
amendment or waiver (Section 902); or
(11) following the making of an offer to purchase Debt
Securities from any Holder that has been made pursuant to a
covenant in such Indenture, modify such covenant in a manner
adverse to such Holder.
The Holders of a majority in principal amount of the Outstanding
Debt Securities of any series may waive compliance by us with
certain restrictive provisions of the applicable Indenture
(Section 1009). The Holders of a majority in principal
amount of the Outstanding Debt Securities of any series may
waive any past default under the applicable Indenture, except a
default in the payment of principal, premium or interest and
certain covenants and provisions of the Indenture which cannot
be amended without the consent of the Holder of each Outstanding
Debt Security of such series (Section 513).
Each of the Indentures provides that in determining whether the
Holders of the requisite principal amount of the Outstanding
Debt Securities have given or taken any direction, notice,
consent, waiver or other action under such Indenture as of any
date:
(1) the principal amount of an Original Issue Discount
Security that will be deemed to be Outstanding will be the
amount of the principal that would be due and payable as of such
date upon acceleration of maturity to such date;
(2) if, as of such date, the principal amount payable at
the Stated Maturity of a Debt Security is not determinable (for
example, because it is based on an index), the principal amount
of such Debt Security
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deemed to be Outstanding as of such date will be an amount
determined in the manner prescribed for such Debt Security;
(3) the principal amount of a Debt Security denominated in
one or more foreign currencies or currency units that will be
deemed to be Outstanding will be the United States-dollar
equivalent, determined as of such date in the manner prescribed
for such Debt Security, of the principal amount of such Debt
Security (or, in the case of a Debt Security described in
clause (1) or (2) above, of the amount described in
such clause); and
(4) certain Debt Securities, including those owned by us,
any Subsidiary Guarantor or any of our other Affiliates, will
not be deemed to be Outstanding (Section 101).
Except in certain limited circumstances, we will be entitled to
set any day as a record date for the purpose of determining the
Holders of Outstanding Debt Securities of any series entitled to
give or take any direction, notice, consent, waiver or other
action under the applicable Indenture, in the manner and subject
to the limitations provided in the Indenture. In certain limited
circumstances, the Trustee will be entitled to set a record date
for action by Holders. If a record date is set for any action to
be taken by Holders of a particular series, only persons who are
Holders of Outstanding Debt Securities of that series on the
record date may take such action. To be effective, such action
must be taken by Holders of the requisite principal amount of
such Debt Securities within a specified period following the
record date. For any particular record date, this period will be
180 days or such other period as may be specified by us (or
the Trustee, if it set the record date), and may be shortened or
lengthened (but not beyond 180 days) from time to time
(Section 104).
Satisfaction
and Discharge
Each Indenture will be discharged and will cease to be of
further effect as to all outstanding Debt Securities of any
series issued thereunder, when:
(1) either:
(a) all outstanding Debt Securities of that series that
have been authenticated (except lost, stolen or destroyed Debt
Securities that have been replaced or paid and Debt Securities
for whose payment money has theretofore been deposited in trust
and thereafter repaid to us) have been delivered to the Trustee
for cancellation; or
(b) all outstanding Debt Securities of that series that
have not been delivered to the Trustee for cancellation have
become due and payable or will become due and payable at their
Stated Maturity within one year or are to be called for
redemption within one year under arrangements satisfactory to
the Trustee and in any case we have irrevocably deposited with
the Trustee as trust funds money in an amount sufficient,
without consideration of any reinvestment of interest, to pay
the entire indebtedness of such Debt Securities not delivered to
the Trustee for cancellation, for principal, premium, if any,
and accrued interest to the Stated Maturity or redemption date;
(2) we have paid or caused to be paid all other sums
payable by us under the Indenture with respect to the Debt
Securities of that series; and
(3) we have delivered an Officers Certificate and an
Opinion of Counsel to the Trustee stating that all conditions
precedent to satisfaction and discharge of the Indenture with
respect to the Debt Securities of that series have been
satisfied (Article Four).
Legal
Defeasance and Covenant Defeasance
If and to the extent indicated in the applicable prospectus
supplement, we may elect, at our option at any time, to have the
provisions of Section 1502, relating to defeasance and
discharge of indebtedness, which we call legal
defeasance or Section 1503, relating to defeasance of
certain restrictive covenants applied to the Debt Securities of
any series, or to any specified part of a series, which we call
covenant defeasance (Section 1501).
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Legal Defeasance. The Indentures provide that,
upon our exercise of our option (if any) to have
Section 1502 applied to any Debt Securities, we and, if
applicable, each Subsidiary Guarantor will be discharged from
all our obligations, and, if such Debt Securities are
Subordinated Debt Securities, the provisions of the Subordinated
Indenture relating to subordination will cease to be effective,
with respect to such Debt Securities (except for certain
obligations to convert, exchange or register the transfer of
Debt Securities, to replace stolen, lost or mutilated Debt
Securities, to maintain paying agencies and to hold moneys for
payment in trust) upon the deposit in trust for the benefit of
the Holders of such Debt Securities of money or
U.S. Government Obligations, or both, which, through the
payment of principal and interest in respect thereof in
accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest
on such Debt Securities on the respective Stated Maturities in
accordance with the terms of the applicable Indenture and such
Debt Securities. Such defeasance or discharge may occur only if,
among other things:
(1) we have delivered to the applicable Trustee an Opinion
of Counsel to the effect that we have received from, or there
has been published by, the United States Internal Revenue
Service a ruling, or there has been a change in tax law, in
either case to the effect that Holders of such Debt Securities
will not recognize gain or loss for federal income tax purposes
as a result of such deposit and legal defeasance and will be
subject to federal income tax on the same amount, in the same
manner and at the same times as would have been the case if such
deposit and legal defeasance were not to occur;
(2) no Event of Default or event that with the passing of
time or the giving of notice, or both, shall constitute an Event
of Default shall have occurred and be continuing at the time of
such deposit or, with respect to any Event of Default described
in clause (8) under Events of
Default, at any time until 121 days after such
deposit;
(3) such deposit and legal defeasance will not result in a
breach or violation of, or constitute a default under, any
agreement or instrument (other than the applicable Indenture) to
which we are a party or by which we are bound;
(4) in the case of Subordinated Debt Securities, at the
time of such deposit, no default in the payment of all or a
portion of principal of (or premium, if any) or interest on any
of our Senior Debt shall have occurred and be continuing, no
event of default shall have resulted in the acceleration of any
of our Senior Debt and no other event of default with respect to
any of our Senior Debt shall have occurred and be continuing
permitting after notice or the lapse of time, or both, the
acceleration thereof; and
(5) we have delivered to the Trustee an Opinion of Counsel
to the effect that such deposit shall not cause the Trustee or
the trust so created to be subject to the Investment Company Act
of 1940 (Sections 1502 and 1504).
Covenant Defeasance. The Indentures provide
that, upon our exercise of our option (if any) to have
Section 1503 applied to any Debt Securities, we may omit to
comply with certain restrictive covenants (but not to
conversion, if applicable), including those that may be
described in the applicable prospectus supplement, the
occurrence of certain Events of Default, which are described
above in clause (5) (with respect to such restrictive covenants)
and clauses (6), (7) and (9) under Events of
Default and any that may be described in the applicable
prospectus supplement, will not be deemed to either be or result
in an Event of Default and, if such Debt Securities are
Subordinated Debt Securities, the provisions of the Subordinated
Indenture relating to subordination will cease to be effective,
in each case with respect to such Debt Securities. In order to
exercise such option, we must deposit, in trust for the benefit
of the Holders of such Debt Securities, money or
U.S. Government Obligations, or both, which, through the
payment of principal and interest in respect thereof in
accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest
on such Debt Securities on the respective Stated Maturities in
accordance with the terms of the applicable Indenture and such
Debt Securities. Such covenant defeasance may occur only if we
have delivered to the applicable Trustee an Opinion of Counsel
that in effect says that Holders of such Debt Securities will
not recognize gain or loss for federal income tax purposes as a
result of such deposit and covenant defeasance and will be
subject to federal income tax on the same amount, in the
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same manner and at the same times as would have been the case if
such deposit and covenant defeasance were not to occur, and the
requirements set forth in clauses (2), (3), (4) and
(5) above are satisfied. If we exercise this option with
respect to any Debt Securities and such Debt Securities were
declared due and payable because of the occurrence of any Event
of Default, the amount of money and U.S. Government
Obligations so deposited in trust would be sufficient to pay
amounts due on such Debt Securities at the time of their
respective Stated Maturities but may not be sufficient to pay
amounts due on such Debt Securities upon any acceleration
resulting from such Event of Default. In such case, we would
remain liable for such payments (Sections 1503 and 1504).
If we exercise either our legal defeasance or covenant
defeasance option, any Subsidiary Guarantee will terminate
(Section 1304)
Notices
Notices to Holders of Debt Securities will be given by mail to
the addresses of such Holders as they may appear in the Security
Register (Sections 101 and 106).
Title
We, the Subsidiary Guarantor, the Trustees and any agent of us,
the Subsidiary Guarantor or a Trustee may treat the Person in
whose name a Debt Security is registered as the absolute owner
of the Debt Security (whether or not such Debt Security may be
overdue) for the purpose of making payment and for all other
purposes (Section 308).
Governing
Law
The Indentures and the Debt Securities will be governed by, and
construed in accordance with, the law of the State of New York
(Section 112).
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DESCRIPTION
OF CAPITAL STOCK
As of August 8, 2007, our authorized capital stock was
110,000,000 shares. Those shares consisted of
(a) 10,000,000 shares of preferred stock,
$1.00 par value, 2,250,000 of which were outstanding; and
(b) 100,000,000 shares of common stock, $0.20 par
value, of which 28,317,390 shares were issued and
outstanding. In addition, as of August 8, 2007,
(a) 3,587,850 shares of common stock were reserved for
issuance pursuant to the conversion of our Series B
convertible preferred stock, (b) 3,010,100 shares of
common stock were reserved for issuance pursuant to our stock
option plans, of which options to purchase 983,500 shares
at a weighted average exercise price of $20.67 per share had
been issued, and 191,117 shares of restricted stock awards
not yet vested and issued as of June 30, 2007.
The following summary of certain provisions of our capital stock
does not purport to be complete and is subject to and is
qualified in its entirety by our certificate of incorporation
and bylaws, which are incorporated in this prospectus by
reference to our annual report on
Form 10-K
for the year ended December 31, 2006, and by the provisions
of applicable law.
Common
Stock
Subject to any special voting rights of any series of preferred
stock that we may issue in the future, each share held of record
of common stock has one vote on all matters voted on by our
shareholders, including the election of our directors. Because
holders of common stock do not have cumulative voting rights,
the holders of a majority of the shares of common stock can
elect all of the members of the board of directors standing for
election, subject to the rights, powers and preferences of any
outstanding series of preferred stock.
No share of common stock affords any preemptive rights or is
convertible, redeemable, assessable or entitled to the benefits
of any sinking or repurchase fund. Holders of common stock will
be entitled to dividends in the amounts and at the times
declared by our board of directors in its discretion out of
funds legally available for the payment of dividends.
Holders of common stock are entitled to receive dividends when,
as and if declared by the board of directors out of funds
legally available therefor, subject to any dividend preferences
of any outstanding shares of preferred stock. Holders of common
stock will share equally in our assets on liquidation after
payment or provision for all liabilities and any preferential
liquidation rights of any preferred stock then outstanding. All
outstanding shares of common stock are fully paid and
non-assessable. Our common stock is traded on the New York Stock
Exchange under the symbol GDP.
Transfer
Agent and Registrar
The transfer agent and registrar for our common stock is
ComputerShare Investor Services, LLC.
Preferred
Stock
As of the date of this prospectus, we have 7,750,000 shares
of authorized but unissued preferred stock that are undesignated.
At the direction of our board of directors, we may issue shares
of preferred stock from time to time. Our board of directors
may, without any action by holders of our common stock:
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adopt resolutions to issue preferred stock in one or more
classes or series;
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fix the number of shares constituting any class or series of
preferred stock; and
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establish the rights of the holders of any class or series of
preferred stock.
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The rights of any class or series of preferred stock may
include, among others:
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general or special voting rights;
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preferential liquidation or preemptive rights;
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preferential cumulative or noncumulative dividend rights;
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redemption or put rights; and
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conversion or exchange rights.
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We may issue shares of, or rights to purchase, preferred stock
the terms of which might:
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adversely affect voting or other rights evidenced by, or amounts
otherwise payable with respect to, the common stock;
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discourage an unsolicited proposal to acquire us; or
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facilitate a particular business combination involving us.
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Any of these actions could discourage a transaction that some or
a majority of our shareholders might believe to be in their best
interests or in which our shareholders might receive a premium
for their stock over its then market price.
Series B
Convertible Preferred Stock
As of the date of this prospectus, we had 2,250,000 shares
issued and outstanding of our Series B Convertible
Preferred Stock. The Liquidation Preference is $50 per share of
Series B Preferred Stock, plus accumulated and unpaid
dividends.
Conversion Rights. Each share is convertible
at the option of the holder into our common stock at any time at
an initial conversion rate of 1.5946 shares of common stock
per share, which is equivalent to an initial conversion price of
approximately $31.36 per share of common stock. Upon conversion
of the Series B Convertible Preferred Stock (pursuant to a
voluntary conversion or the Company Conversion Option (as
defined in the Certificate of Designation of the Series B
Convertible Preferred Stock (the Certificate of
Designation)), we may choose to deliver the conversion
value to holders in cash, shares of common stock, or a
combination of cash and shares of common stock.
On or after December 21, 2010, we may, at our option, cause
the Series B Convertible Preferred Stock to be
automatically converted into that number of shares of common
stock that are issuable at the then-prevailing conversion rate.
We may exercise our conversion right only if, for 20 trading
days within any period of 30 consecutive trading days ending on
the trading day prior to the announcement of our exercise of the
option, the closing price of our common stock equals or exceeds
130% of the then-prevailing conversion price of the
Series B Convertible Preferred Stock.
Redemption. The Series B Convertible
Preferred Stock is non-redeemable by us.
Fundamental Change. If a Fundamental Change
(as defined in the Certificate of Designation) occurs, holders
may require us in specified circumstances to repurchase all or
part of the Series B Convertible Preferred Stock. In
addition, upon the occurrence of a Fundamental Change or
Specified Corporate Events (as defined in the Certificate of
Designation), we will under certain circumstances increase the
conversion rate by a number of additional shares of common stock.
Dividends. Holders of our Series B
Preferred Stock are entitled to receive, when and if declared by
our board of directors, cumulative cash dividends on the
Series B Preferred Stock at a rate of 5.375% of the $50
liquidation preference per year (equivalent to $2.6875 per year
per share). Dividends on the Series B Preferred Stock will
be payable quarterly in arrears on each March 15,
June 15, September 15, and December 15 of each year
or, if not a business day, the next succeeding business day.
Dividends may be increased under certain circumstances as
described below.
If we fail to pay dividends on the shares of our Series B
Preferred Stock on six dividend payment dates (whether
consecutive or not), then the dividend rate per annum will
increase by an additional 1.0% on and after the day after such
sixth dividend payment date, until we have paid all dividends on
the shares of our Series B Preferred Stock for all dividend
periods up to and including the dividend payment date on which
the accumulated and unpaid dividends are paid in full. Any
further failure to pay dividends would cause the dividend rate
to increase again by the additional 1.0% until we have again
paid all dividends for all dividend
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periods up to and including the dividend payment date on which
the accumulated and unpaid dividends are paid in full. Upon the
occurrence of specified corporate events described in the
Certificate of Designation, the dividend rate per annum will
increase by an additional 3.0% for every quarter in which the
closing price of our common stock is below $26.13 for 20 trading
days within the period of 30 consecutive trading days ending 15
trading days prior to the quarterly record date for the quarter.
Ranking. Our Series B Preferred Stock
ranks, with respect to dividend rights or rights upon our
liquidation, winding up or dissolution:
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senior to (i) all of our common stock and (ii) each
class of capital stock or series of preferred stock established
after December 21, 2005 (which we refer to as the
Issue Date), the terms of which do not expressly
provide that such class or series ranks senior to or on a parity
with our Series B Preferred Stock as to dividend rights or
rights upon our liquidation, winding up or dissolution (which we
refer to collectively as Junior Stock);
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on a parity in all respects with any class of capital stock or
series of preferred stock established after the Issue Date, the
terms of which expressly provide that such class or series will
rank on a parity with our Series B Preferred Stock as to
dividend rights or rights upon our liquidation, winding up or
dissolution (which we refer to collectively as Parity
Stock); and
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junior to each class of capital stock or series of preferred
stock established after the Issue Date, the terms of which
expressly provide that such class or series will rank senior to
our Series B Preferred Stock as to dividend rights or
rights upon our liquidation, winding up or dissolution (we refer
to the stock described in this bullet point as the Senior
Stock).
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Voting Rights. Except as required by Delaware
law, our restated certificate of incorporation and the
certificate of designation for our Series B Preferred
Stock, holders of our Series B Preferred Stock will have no
voting rights unless dividends payable on our Series B
Preferred Stock are in arrears for six or more quarterly
periods. In that event, the holders of our Series B
Preferred Stock, voting as a single class with the shares of any
other class or series of preferred stock or preference
securities having similar voting rights, will be entitled at the
next regular or special meeting of our stockholders to elect two
directors, and the number of directors that comprise our board
will be increased by the number of directors so elected. These
voting rights and the terms of the directors so elected will
continue until the dividend arrearage on our Series B
Preferred Stock has been paid in full. The affirmative consent
of holders of at least
662/3%
of the outstanding shares of our Series B Preferred Stock
will be required for the issuance of Senior Stock and for
amendments to our restated certificate of incorporation that
would materially adversely affect any right, preference,
privilege or voting power of our Series B Preferred Stock.
Anti-Takeover
Provisions of our Certificate of Incorporation and
Bylaws
The provisions of our certificate of incorporation and bylaws we
summarize below may have an anti-takeover effect and may delay,
defer or prevent a tender offer or takeover attempt that a
shareholder might consider in his or her best interest,
including those attempts that might result in a premium over the
market price for the common stock.
Written Consent of Stockholders and Stockholder
Meetings. Any action by our stockholders must be
taken at an annual or special meeting of stockholders. Special
meetings of the stockholders may be called at any time by the
Chairman of the Board, the Chief Executive Officer, the
President, by a majority of the board of directors, on the
written request of any two directors, or by the Secretary. A
special meeting must be called by the Chairman of the Board, the
President or the Secretary when a written request is delivered
to such officer, signed by the holders of at least 10% of the
issued and outstanding stock entitled to vote at such meeting.
Advance Notice Procedure for Shareholder
Proposals. Our bylaws establish an advance notice
procedure for the nomination of candidates for election as
directors, as well as for stockholder proposals to be considered
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at annual meetings of stockholders. In general, notice of intent
to nominate a director must be delivered to or mailed and
received at our principal executive offices as follows:
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with respect to an election to be held at the annual meeting of
stockholders, 90 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders;
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with respect to an election to be held at a special meeting of
stockholders for the election of directors, not later than the
close of business on the 10th day following the day on
which such notice of the date of the meeting was mailed to
stockholders or public disclosure of the date of the meeting was
made, whichever first occurs, and must contain specified
information concerning the person to be nominated.
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Notice of stockholders intent to raise business at an
annual meeting must be delivered to or mailed and received at
our principal executive offices not less than 90 days prior
to the anniversary date of the preceding annual meeting of
stockholders. These procedures may operate to limit the ability
of stockholders to bring business before a stockholders
meeting, including with respect to the nomination of directors
or considering any transaction that could result in a change in
control. These advance notice procedures are not applicable
prior to the trigger date.
Classified Board; Removal of Director. Our
bylaws provide that the members of our board of directors are
divided into three classes as nearly equal as possible. Each
class is elected for a three-year term. At each annual meeting
of shareholders, approximately one-third of the members of the
board of directors are elected for a three-year term and the
other directors remain in office until their three-year terms
expire. Furthermore, our bylaws provide that neither any
director nor the board of directors may be removed without
cause, and that any removal for cause would require the
affirmative vote of the holders of at least a majority of the
voting power of the outstanding capital stock entitled to vote
for the election of directors. Thus, control of the board of
directors cannot be changed in one year without removing the
directors for cause as described above; rather, at least two
annual meetings must be held before a majority of the members of
the board of directors could be changed.
Limitation
of Liability of Directors
Our certificate of incorporation provided that no director shall
be personally liable to us or our stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability as follows:
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for any breach of the directors duty of loyalty to us or
our stockholders;
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for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; and
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for any transaction from which the director derived an improper
personal benefit.
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32
DESCRIPTION
OF DEPOSITARY SHARES
General
We may offer fractional shares of preferred stock, rather than
full shares of preferred stock. If we decide to offer fractional
shares of preferred stock, we will issue receipts for depositary
shares. Each depositary share will represent a fraction of a
share of a particular series of preferred stock. The prospectus
supplement will indicate that fraction. The shares of preferred
stock represented by depositary shares will be deposited under a
depositary agreement between us and a bank or trust company that
meets certain requirements and is selected by us (the Bank
Depositary). Each owner of a depositary share will be
entitled to all the rights and preferences of the preferred
stock represented by the depositary share. The depositary shares
will be evidenced by depositary receipts issued pursuant to the
depositary agreement. Depositary receipts will be distributed to
those persons purchasing the fractional shares of preferred
stock in accordance with the terms of the offering.
We have summarized selected provisions of a depositary agreement
and the related depositary receipts. The summary is not
complete. The forms of the depositary agreement and the
depositary receipts relating to any particular issue of
depositary shares will be filed with the SEC via a Current
Report on
Form 8-K
prior to our offering of the depositary shares, and you should
read such documents for provisions that may be important to you.
Dividends
and Other Distributions
If we pay a cash distribution or dividend on a series of
preferred stock represented by depositary shares, the Bank
Depositary will distribute such dividends to the record holders
of such depositary shares. If the distributions are in property
other than cash, the Bank Depositary will distribute the
property to the record holders of the depositary shares.
However, if the Bank Depositary determines that it is not
feasible to make the distribution of property, the Bank
Depositary may, with our approval, sell such property and
distribute the net proceeds from such sale to the record holders
of the depositary shares.
Redemption
of Depositary Shares
If we redeem a series of preferred stock represented by
depositary shares, the Bank Depositary will redeem the
depositary shares from the proceeds received by the Bank
Depositary in connection with the redemption. The redemption
price per depositary share will equal the applicable fraction of
the redemption price per share of the preferred stock. If fewer
than all the depositary shares are redeemed, the depositary
shares to be redeemed will be selected by lot or pro rata as the
Bank Depositary may determine.
Voting
the Preferred Stock
Upon receipt of notice of any meeting at which the holders of
the preferred stock represented by depositary shares are
entitled to vote, the Bank Depositary will mail the notice to
the record holders of the depositary shares relating to such
preferred stock. Each record holder of these depositary shares
on the record date (which will be the same date as the record
date for the preferred stock) may instruct the Bank Depositary
as to how to vote the preferred stock represented by such
holders depositary shares. The Bank Depositary will
endeavor, insofar as practicable, to vote the amount of the
preferred stock represented by such depositary shares in
accordance with such instructions, and we will take all action
which the Bank Depositary deems necessary in order to enable the
Bank Depositary to do so. The Bank Depositary will abstain from
voting shares of the preferred stock to the extent it does not
receive specific instructions from the holders of depositary
shares representing such preferred stock.
Amendment
and Termination of the Depositary Agreement
The form of depositary receipt evidencing the depositary shares
and any provision of the depositary agreement may be amended by
agreement between the Bank Depositary and us. However, any
amendment that materially and adversely alters the rights of the
holders of depositary shares will not be effective unless such
amendment has been approved by the holders of at least a
majority of the depositary shares then
33
outstanding. The depositary agreement may be terminated by the
Bank Depositary or us only if (1) all outstanding
depositary shares have been redeemed or (2) there has been
a final distribution in respect of the preferred stock in
connection with any liquidation, dissolution or winding up of
our company and such distribution has been distributed to the
holders of depositary receipts.
Charges
of Bank Depositary
We will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary
arrangements. We will pay charges of the Bank Depositary in
connection with the initial deposit of the preferred stock and
any redemption of the preferred stock. Holders of depositary
receipts will pay other transfer and other taxes and
governmental charges and any other charges, including a fee for
the withdrawal of shares of preferred stock upon surrender of
depositary receipts, as are expressly provided in the depositary
agreement to be for their accounts.
Withdrawal
of Preferred Stock
Upon surrender of depositary receipts at the principal office of
the Bank Depositary, subject to the terms of the depositary
agreement, the owner of the depositary shares may demand
delivery of the number of whole shares of preferred stock and
all money and other property, if any, represented by those
depositary shares. Partial shares of preferred stock will not be
issued. If the depositary receipts delivered by the holder
evidence a number of depositary shares in excess of the number
of depositary shares representing the number of whole shares of
preferred stock to be withdrawn, the Bank Depositary will
deliver to such holder at the same time a new depositary receipt
evidencing the excess number of depositary shares. Holders of
preferred stock thus withdrawn may not thereafter deposit those
shares under the depositary agreement or receive depositary
receipts evidencing depositary shares therefor.
Miscellaneous
The Bank Depositary will forward to holders of depositary
receipts all reports and communications from us that are
delivered to the Bank Depositary and that we are required to
furnish to the holders of the preferred stock.
Neither the Bank Depositary nor we will be liable if we are
prevented or delayed by law or any circumstance beyond our
control in performing our obligations under the depositary
agreement. The obligations of the Bank Depositary and us under
the depositary agreement will be limited to performance in good
faith of our duties thereunder, and neither of us will be
obligated to prosecute or defend any legal proceeding in respect
of any depositary shares or preferred stock unless satisfactory
indemnity is furnished. Further, both of us may rely upon
written advice of counsel or accountants, or upon information
provided by persons presenting preferred stock for deposit,
holders of depositary receipts or other persons believed to be
competent and on documents believed to be genuine.
Resignation
and Removal of Bank Depositary
The Bank Depositary may resign at any time by delivering to us
notice of its election to do so, and we may at any time remove
the Bank Depositary. Any such resignation or removal will take
effect upon the appointment of a successor Bank Depositary and
its acceptance of such appointment. Such successor Bank
Depositary must be appointed within 60 days after delivery
of the notice of resignation or removal and must be a bank or
trust company having its principal office in the United States
and having a combined capital and surplus of at least
$50,000,000.
34
DESCRIPTION
OF WARRANTS
We may issue warrants for the purchase of our common stock.
Warrants may be issued independently or together with Debt
Securities, preferred stock or common stock offered by any
prospectus supplement and may be attached to or separate from
any such offered securities. Each series of warrants will be
issued under a separate warrant agreement to be entered into
between us and a bank or trust company, as warrant agent, all as
set forth in the prospectus supplement relating to the
particular issue of warrants. The warrant agent will act solely
as our agent in connection with the warrants and will not assume
any obligation or relationship of agency or trust for or with
any holders of warrants or beneficial owners of warrants. The
following summary of certain provisions of the warrants does not
purport to be complete and is subject to, and is qualified in
its entirety by reference to, all provisions of the warrant
agreements.
You should refer to the prospectus supplement relating to a
particular issue of warrants for the terms of and information
relating to the warrants, including, where applicable:
(1) the number of shares of common stock purchasable upon
exercise of the warrants and the price at which such number of
shares of common stock may be purchased upon exercise of the
warrants;
(2) the date on which the right to exercise the warrants
commences and the date on which such right expires (the
Expiration Date);
(3) United States federal income tax consequences
applicable to the warrants;
(4) the amount of the warrants outstanding as of the most
recent practicable date; and
(5) any other terms of the warrants.
Warrants will be offered and exercisable for United States
dollars only. Warrants will be issued in registered form only.
Each warrant will entitle its holder to purchase such number of
shares of common stock at such exercise price as is in each case
set forth in, or calculable from, the prospectus supplement
relating to the warrants. The exercise price may be subject to
adjustment upon the occurrence of events described in such
prospectus supplement. After the close of business on the
Expiration Date (or such later date to which we may extend such
Expiration Date), unexercised warrants will become void. The
place or places where, and the manner in which, warrants may be
exercised will be specified in the prospectus supplement
relating to such warrants.
Prior to the exercise of any warrants, holders of the warrants
will not have any of the rights of holders of common stock,
including the right to receive payments of any dividends on the
common stock purchasable upon exercise of the warrants, or to
exercise any applicable right to vote.
PLAN OF
DISTRIBUTION
We may sell or distribute the securities included in this
prospectus through underwriters, through agents, dealers, in
private transactions, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices, or at
negotiated prices.
In addition, we may sell some or all of the securities included
in this prospectus through:
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a block trade in which a broker-dealer may resell a portion of
the block, as principal, in order to facilitate the transaction;
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purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
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ordinary brokerage transactions and transactions in which a
broker solicits purchasers.
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In addition, we may enter into option or other types of
transactions that require us to deliver common shares to a
broker-dealer, who will then resell or transfer the common
shares under this prospectus. We may enter into hedging
transactions with respect to our securities. For example, we may:
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enter into transactions involving short sales of the common
shares by broker-dealers;
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sell common shares short themselves and deliver the shares to
close out short positions;
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enter into option or other types of transactions that require us
to deliver common shares to a broker-dealer, who will then
resell or transfer the common shares under this
prospectus; or
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loan or pledge the common shares to a broker-dealer, who may
sell the loaned shares or, in the event of default, sell the
pledged shares.
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We may enter into derivative transactions with third parties, or
sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable
prospectus supplement indicates, in connection with those
derivatives, the third parties may sell securities covered by
this prospectus and the applicable prospectus supplement,
including in short sale transactions. If so, the third party may
use securities pledged by us or borrowed from us or others to
settle those sales or to close out any related open borrowings
of stock, and may use securities received from us in settlement
of those derivatives to close out any related open borrowings of
stock. The third party in such sale transactions will be an
underwriter and, if not identified in this prospectus, will be
identified in the applicable prospectus supplement (or a
post-effective amendment). In addition, we may otherwise loan or
pledge securities to a financial institution or other third
party that in turn may sell the securities short using this
prospectus. Such financial institution or other third party may
transfer its economic short position to investors in our
securities or in connection with a concurrent offering of other
securities.
There is currently no market for any of the securities, other
than the shares of common stock listed on the New York Stock
Exchange. If the securities are traded after their initial
issuance, they may trade at a discount from their initial
offering price, depending on prevailing interest rates, the
market for similar securities and other factors. While it is
possible that an underwriter could inform us that it intends to
make a market in the securities, such underwriter would not be
obligated to do so, and any such market making could be
discontinued at any time without notice. Therefore, we cannot
assure you as to whether an active trading market will develop
for these other securities. We have no current plans for listing
the debt securities on any securities exchange or on the
National Association of Securities Dealers, Inc. automated
quotation system; any such listing with respect to any
particular debt securities will be described in the applicable
prospectus supplement.
Any broker-dealers or other persons acting on our behalf that
participate with us in the distribution of the shares may be
deemed to be underwriters and any commissions received or profit
realized by them on the resale of the shares may be deemed to be
underwriting discounts and commissions under the Securities Act
of 1933, as amended, or the Securities Act. As of the date of
this prospectus, we are not a party to any agreement,
arrangement or understanding between any broker or dealer and us
with respect to the offer or sale of the securities pursuant to
this prospectus.
We may have agreements with agents, underwriters, dealers and
remarketing firms to indemnify them against certain civil
liabilities, including liabilities under the Securities Act.
Agents, underwriters, dealers and remarketing firms, and their
affiliates, may engage in transactions with, or perform services
for, us in the ordinary course of business. This includes
commercial banking and investment banking transactions.
At the time that any particular offering of securities is made,
to the extent required by the Securities Act, a prospectus
supplement will be distributed setting forth the terms of the
offering, including the aggregate number of securities being
offered, the purchase price of the securities, the initial
offering price of the securities, the names of any underwriters,
dealers or agents, any discounts, commissions and other items
constituting compensation from us and any discounts, commissions
or concessions allowed or reallowed or paid to dealers.
Underwriters or agents could make sales in privately negotiated
transactions
and/or any
other method permitted by law, including sales deemed to be an
at the market offering as defined in Rule 415
promulgated under the Securities Act, which includes sales made
directly on or through the New York Stock Exchange, the existing
trading market for our common shares, or sales made to or
through a market maker other than on an exchange.
Securities may also be sold directly by us. In this case, no
underwriters or agents would be involved.
36
If a prospectus supplement so indicates, underwriters, brokers
or dealers, in compliance with applicable law, may engage in
transactions that stabilize or maintain the market price of the
securities at levels above those that might otherwise prevail in
the open market.
Pursuant to a requirement by the National Association of
Securities Dealers, Inc., or NASD, the maximum commission or
discount to be received by any NASD member or independent
broker/dealer may not be greater than eight percent (8%) of the
gross proceeds received by us for the sale of any securities
being registered pursuant to SEC Rule 415 under the
Securities Act of 1933.
If more than 10% of the net proceeds of any offering of
securities made under this prospectus will be received by NASD
members participating in the offering or affiliates or
associated persons of such NASD members, the offering will be
conducted in accordance with NASD Conduct Rule 2710(h).
LEGAL
MATTERS
Our legal counsel, Vinson & Elkins L.L.P., Houston,
Texas, will pass upon certain legal matters in connection with
certain of the offered securities. Vinson & Elkins
L.L.P. has in the past represented the lenders under our credit
facilities. The validity of issuance of certain of the offered
securities and other matters arising under Louisiana law are
being passed upon by Sinclair Law Firm, L.L.C., Shreveport,
Louisiana. Legal counsel to any underwriters may pass upon legal
matters for such underwriters.
EXPERTS
The consolidated financial statements of Goodrich Petroleum
Corporation as of December 31, 2006 and 2005, and for each
of the years in the three-year period ended December 31,
2006, and managements assessment of the effectiveness of
internal control over financial reporting as of
December 31, 2006 have been incorporated by reference
herein and in the registration statement in reliance upon the
reports of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein and upon the authority of
said firm as experts in accounting and auditing. The audit
report covering the December 31, 2006 consolidated
financial statements refers to a change in the method of
accounting for share-based payments.
Estimates of the oil and gas reserves of Goodrich Petroleum
Corporation and related future net cash flows and the present
values thereof, included in this prospectus and in our Annual
Report on
Form 10-K,
as amended, for the year ended December 31, 2006, were
based upon reserve reports prepared by Netherland,
Sewell & Associates, Inc. as of December 31,
2006, December 31, 2005 and December 31, 2004. We have
included and incorporated these estimates in reliance on the
authority of such firm as an expert in such matters.
37
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution.
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The following table sets forth all expenses that will be paid by
Goodrich Petroleum Corporation in connection with the issuance
and distribution of the securities. All the amounts shown are
estimates, except the registration fee.
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Securities and Exchange Commission
registration fee
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$
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6,140
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Fees and expenses of accountants
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25,000
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Fees and expenses of legal counsel
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50,000
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Printing and engraving expenses
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25,000
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Miscellaneous (including any
applicable listing fees, rating agency fees, trustee and
transfer agent fees and expenses)
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18,860
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Total
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$
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125,000
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Item 15.
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Indemnification
of Directors and Officers.
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Section 145 of the Delaware General Corporation Law,
inter alia, empowers a Delaware corporation to indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Similar indemnity is authorized for such
persons against expenses (including attorneys fees)
actually and reasonably incurred in connection with the defense
or settlement of any such threatened, pending or completed
action or suit if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and provided further that
(unless a court of competent jurisdiction otherwise provides)
such person shall not have been adjudged liable to the
corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the
shareholders or disinterested directors or by independent legal
counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of
conduct.
Section 145 further authorizes a corporation to purchase
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such,
whether or not the corporation would otherwise have the power to
indemnify him under Section 145. Goodrich expects to
maintain policies insuring its and its subsidiaries
officers and directors against certain liabilities for actions
taken in such capacities, including liabilities under the
Securities Act of 1933, as amended.
Article Eighth of the Certificate of Incorporation of
Goodrich eliminates the personal liability of each director of
Goodrich to Goodrich and its stockholders for monetary damages
for breach of fiduciary duty as a director; provided, however,
that such provision does not eliminate or limit the liability of
a director (i) for any breach of such directors duty
of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under
Title 8, Section 174 of the Delaware General
Corporation Law, as the same exists or as such provision may
hereafter be amended, supplemented or replaced, or (iv) for
any transactions from which such director derived an improper
personal benefit.
II-1
The Bylaws of Goodrich provide that Goodrich will indemnify and
hold harmless, to the fullest extent permitted by the Delaware
General Corporation Law in effect as of the date of the adoption
of the Bylaws and to such greater extent as applicable law may
thereafter permit, any person who was or is made or is
threatened to be made a party or is otherwise involved in any
action, suit, arbitration, alternative dispute resolution
mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or
investigative (a proceeding) by reason of the fact
that he, or a person for whom he is the legal representative, is
or was a director, officer, employee, agent or fiduciary of
Goodrich or any other corporation, partnership, limited
liability company, association, joint venture, trust, employee
benefit plan or other enterprise which the person is or was
serving at the request of Goodrich (corporate
status) against any and all losses, liabilities, costs,
claims, damages and expenses actually and reasonably incurred by
him or on his behalf by reason of his corporate status.
The Bylaws further provide that Goodrich will pay the expenses
reasonably incurred in defending any proceeding in advance of
its final disposition, provided, however, that the payment of
expenses will be made only upon receipt of (i) a written
undertaking executed by or on behalf of the person to be
indemnified to repay all amounts advanced if it should be
ultimately determined that the person is not entitled to be
indemnified by Goodrich and (ii) satisfactory evidence as
to the amount of such expenses.
The following documents are filed as exhibits to this
registration statement:
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1
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.1*
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Form of Underwriting Agreement
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4
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.1
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Amended and Restated Certificate
of Incorporation of Goodrich Petroleum Corporation dated
March 12, 1998 (Incorporated by reference to
Exhibit 3.1 of the Registration Statement on
Form S-1/A
(Registration
No. 333-47078)
filed November 22, 2000)
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4
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.2
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Bylaws of Goodrich Petroleum
Corporation, as amended and restated (Incorporated by reference
to Exhibit 3.3 of the Registration Statement on
Form S-1/A
(Registration
No. 333-47078)
filed November 22, 2000)
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4
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.3
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Form of Common Stock Certificate
(incorporated by reference to Exhibit 4.6 of the
Registration Statement on
Form S-8
(Registration
No. 333-01077)
filed on February 20, 1996)
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4
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.4
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Form of Senior Indenture
(incorporated by reference to Exhibit 4.4 of the
Registration Statement on
Form S-3
(Registration
No. 333-121560)
filed on December 12, 2004)
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4
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.5
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Form of Subordinated Indenture
(incorporated by reference to Exhibit 4.5 of the
Registration Statement on
Form S-3
(Registration
No. 333-121560)
filed on December 12, 2004)
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4
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.6*
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Form of Senior Debt Securities
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4
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.7*
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Form of Subordinated Debt
Securities
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4
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.8*
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Form of Warrant Agreement
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4
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.9*
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Form of Warrant Certificate
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4
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.10*
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Form of Depositary Agreement
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4
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.11*
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Form of Depositary Receipt
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5
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.1**
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Opinion of Vinson &
Elkins L.L.P. as to the legality of the securities being
registered
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5
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.2**
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Opinion of Sinclair Law Firm,
L.L.C. as to matters involving Louisiana law
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12
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.1**
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Computation of Ratio of Earnings
to Fixed Charges
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12
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.2**
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Computation of Ratio of Earnings
to Fixed Charges and Preference Securities Dividends
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23
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.1**
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Consent of KPMG LLP, Independent
Registered Public Accounting Firm
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23
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.2**
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Consent of Netherland
Sewell & Associates, Inc.
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23
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.4
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Consent of Vinson &
Elkins L.L.P. (contained in Exhibit 5.1)
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23
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.5
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Consent of Sinclair Law Firm,
L.L.C. (included in Exhibit 5.2)
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24
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.1
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Powers of Attorney (included on
the signature pages of this registration statement)
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II-2
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25
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.1**
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Form T-1
Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of the Trustee under the Senior
Indenture
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25
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.2***
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Form T-1
Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of the Trustee under the
Subordinated Indenture
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To be filed by amendment or under subsequent current report on
form 8-K. |
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Filed herewith. |
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To be filed in accordance with the requirements of
Section 305(b)(2) of the Trust Indenture Act of 1939
and Rule 5b3 thereunder. |
(a) Each of the undersigned registrants hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate
offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
provided; however, that paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission
by the registrants pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(i) If the registrants are relying on Rule 430B:
(A) Each prospectus filed by the registrants pursuant to
Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a registration statement
in reliance on Rule 430B relating to an offering made
pursuant
II-3
to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the
date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to
which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date; or
(ii) If the registrants are subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the
registrants under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities:
Each of the undersigned registrants undertakes that in a primary
offering of securities of the undersigned registrants pursuant
to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any
of the following communications, each of the undersigned
registrants will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrants relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrants or used
or referred to by the undersigned registrants;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
each of the undersigned registrants or its securities provided
by or on behalf of the undersigned registrants; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrants to the purchaser.
(b) Each of the undersigned registrants hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of such registrants
annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plans
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-4
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrants
pursuant to the foregoing provisions, or otherwise, each of the
registrants has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer
or controlling person of the registrants in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrants will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(d) Each undersigned registrant hereby undertakes to file
an application for the purpose of determining the eligibility of
the trustee under each of its indentures to act under
subsection (a) of Section 310 of the Trust Indenture
Act of 1939, as amended (the Act) in accordance with
the rules and regulations prescribed by the SEC under
section 305(b)(2) of the Act.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on August 10, 2007.
GOODRICH PETROLEUM CORPORATION
David R. Looney
Executive Vice President and Chief Financial Officer
POWER OF
ATTORNEYS
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of David R. Looney
and Walter G. Goodrich, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign on his behalf
individually and in each capacity stated below any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of them, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities indicated on August 10, 2007.
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Signature
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Title
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/s/ Walter G. Goodrich
Walter G. Goodrich
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Vice Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)
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|
/s/ Robert C. Turnham, Jr.
Robert C. Turnham, Jr.
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President, Chief Operating Officer
and Director
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|
/s/ David R. Looney
David R. Looney
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Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
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|
/s/ Jan L. Schott
Jan L. Schott
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|
Vice President and Controller
(Principal Accounting Officer)
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|
/s/ Patrick E. Malloy, III
Patrick E. Malloy, III
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Chairman of the Board of Directors
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Director
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II-6
|
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Signature
|
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Title
|
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/s/ John
T.
Callaghan
John
T. Callaghan
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Director
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/s/ Geraldine
A. Ferraro
Geraldine
A. Ferraro
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Director
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/s/ Henry
Goodrich
Henry
Goodrich
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Director
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/s/ Michael
J. Perdue
Michael
J. Perdue
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|
Director
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/s/ Arthur
A.
Seeligson
Arthur
A. Seeligson
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Director
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|
/s/ Gene
Washington
Gene
Washington
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Director
|
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of
Texas on August 10, 2007.
GOODRICH PETROLEUM COMPANY, LLC
David R. Looney
Executive Vice President and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of David R. Looney
and Walter G. Goodrich, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign on his behalf
individually and in each capacity stated below any and all
amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of the, or their
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated on August 10, 2007.
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Signature
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Title
|
|
/s/ Walter G. Goodrich
Walter G. Goodrich
|
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Chief Executive Officer and
Managing Director (Principal Executive Officer)
|
|
|
|
/s/ David R. Looney
David R. Looney
|
|
Executive Vice President, Chief
Financial Officer and Managing Director
(Principal Financial Officer)
|
|
|
|
/s/ Jan L. Schott
Jan L. Schott
|
|
Vice President and Controller
(Principal Accounting Officer)
|
|
|
|
/s/ Robert C. Turnham, Jr.
Robert C. Turnham, Jr.
|
|
President, Chief Operating Officer
and
Managing Director
|
II-8
INDEX TO
EXHIBITS
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|
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|
|
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1
|
.1*
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|
Form of Underwriting Agreement
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|
4
|
.1
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|
|
|
Amended and Restated Certificate
of Incorporation of Goodrich Petroleum Corporation dated
March 12, 1998 (Incorporated by reference to
Exhibit 3.1 of the Registration Statement on
Form S-1/A
(Registration
No. 333-47078)
filed November 22, 2000)
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4
|
.2
|
|
|
|
Bylaws of Goodrich Petroleum
Corporation, as amended and restated (Incorporated by reference
to Exhibit 3.3 of the Registration Statement on
Form S-1/A
(Registration
No. 333-47078)
filed November 22, 2000)
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|
4
|
.3
|
|
|
|
Form of Common Stock Certificate
(incorporated by reference to Exhibit 4.6 of the
Registration Statement on
Form S-8
(Registration
No. 333-01077)
filed on February 20, 1996)
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|
4
|
.4
|
|
|
|
Form of Senior Indenture
(incorporated by reference to Exhibit 4.4 of the
Registration Statement on
Form S-3
(Registration
No. 333-121560)
filed on December 12, 2004)
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4
|
.5
|
|
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|
Form of Subordinated Indenture
(incorporated by reference to Exhibit 4.5 of the
Registration Statement on
Form S-3
(Registration
No. 333-121560)
filed on December 12, 2004)
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|
4
|
.6*
|
|
|
|
Form of Senior Debt Securities
|
|
4
|
.7*
|
|
|
|
Form of Subordinated Debt
Securities
|
|
4
|
.8*
|
|
|
|
Form of Warrant Agreement
|
|
4
|
.9*
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|
|
|
Form of Warrant Certificate
|
|
4
|
.10*
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|
|
|
Form of Depositary Agreement
|
|
4
|
.11*
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|
|
|
Form of Depositary Receipt
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|
5
|
.1**
|
|
|
|
Opinion of Vinson &
Elkins L.L.P. as to the legality of the securities being
registered
|
|
5
|
.2**
|
|
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|
Opinion of Sinclair Law Firm,
L.L.C. as to matters involving Louisiana law
|
|
12
|
.1**
|
|
|
|
Computation of Ratio of Earnings
to Fixed Charges
|
|
12
|
.2**
|
|
|
|
Computation of Ratio of Earnings
to Fixed Charges and Preference Securities Dividends
|
|
23
|
.1**
|
|
|
|
Consent of KPMG LLP, Independent
Registered Public Accounting Firm
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|
23
|
.2**
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|
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|
Consent of Netherland
Sewell & Associates, Inc.
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|
23
|
.4
|
|
|
|
Consent of Vinson &
Elkins L.L.P. (contained in Exhibit 5.1)
|
|
23
|
.5
|
|
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|
Consent of Sinclair Law Firm,
L.L.C. (included in Exhibit 5.2)
|
|
24
|
.1
|
|
|
|
Powers of Attorney (included on
the signature pages of this registration statement)
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|
25
|
.1**
|
|
|
|
Form T-1
Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of the Trustee under the Senior
Indenture
|
|
25
|
.2***
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|
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|
Form T-1
Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of the Trustee under the
Subordinated Indenture
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|
|
|
* |
|
To be filed by amendment or under subsequent current report on
form 8-K. |
|
** |
|
Filed herewith. |
|
*** |
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To be filed in accordance with the requirements of
Section 305(b)(2) of the Trust Indenture Act of 1939
and Rule 5b3 thereunder. |
II-9