0001225208-21-014832.txt : 20211213
0001225208-21-014832.hdr.sgml : 20211213
20211213160316
ACCESSION NUMBER: 0001225208-21-014832
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20211209
FILED AS OF DATE: 20211213
DATE AS OF CHANGE: 20211213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FRANKLIN RESOURCES INC
CENTRAL INDEX KEY: 0000038777
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12719
FILM NUMBER: 211488100
BUSINESS ADDRESS:
STREET 1: ONE FRANKLIN PARKWAY
STREET 2: BUILDING 920/2, LEGAL-FRI SECRETARY
CITY: SAN MATEO
STATE: CA
ZIP: 94403
BUSINESS PHONE: 650-312-2000
MAIL ADDRESS:
STREET 1: FRANKLIN RESOURCES INC
STREET 2: ONE FRANKLIN PARKWAY
CITY: SAN MATEO
STATE: CA
ZIP: 94403
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GOODRICH PETROLEUM CORP
CENTRAL INDEX KEY: 0000943861
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 760466193
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 801 LOUISIANA
STREET 2: SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 7137809494
MAIL ADDRESS:
STREET 1: 801 LOUISIANA
STREET 2: SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77002
4
1
doc4.xml
X0306
4
2021-12-09
0000943861
GOODRICH PETROLEUM CORP
GDPM
0000038777
FRANKLIN RESOURCES INC
ONE FRANKLIN PARKWAY
SAN MATEO
CA
94403-1906
1
Common Stock
2021-12-09
4
C
0
1347918.0000
21.3300
A
3581913.0000
I
See Footnote
Convertible Notes
21.3300
2021-12-09
4
J
0
26955.0000
A
2021-03-09
2023-05-31
Common Stock
26955.0000
1347918.0000
I
See Footnote
Convertible Notes
21.3300
2021-12-09
4
C
0
1347918.0000
21.3300
D
2021-03-09
2023-05-31
Common Stock
1347918.0000
0.0000
I
See Footnote
The Reporting Persons acquired the additional 2023 Convertible Notes from a payment in kind interest distribution through December 8, 2021.
See Exhibits 99-1 and 99-2 for text of footnote, which Exhibits are incorporated by reference herein.
ex99-1.txt, ex99-2.txt
Virginia E. Rosas, Assistant Secretary of Franklin Resources, Inc.
2021-12-13
EX-99
2
ex99-1.txt
Exhibit 99-1
Pursuant to a plan of reorganization, in October 2016 the Issuer issued shares
of Common Stock, Warrants and 13.50% Second Lien Senior Secured Convertible
Notes due 2019 (the "2019 Convertible Notes") to certain of its creditors and
participants in the reorganization, including investment advisory clients
("Clients") of Franklin Advisers, Inc. ("FAV"). The Issuer redeemed the 2019
Convertible Notes on May 29, 2019. On May 31, 2019, the Issuer issued to the
Clients 13.50% Convertible Second Lien Senior Secured Notes due 2021 (the "2021
Convertible Notes") with the same conversion price as the 2019 Convertible
Notes. On May 6, 2020, the Company, the subsidiary guarantor named therein and
Wilmington Trust, National Association as trustee and collateral agent entered
into the First Amendment to Indenture and Notes (the "First Indenture
Amendment"). Pursuant to the terms of the First Indenture Amendment, the
maturity date of the 2021 Convertible Notes was extended from May 31, 2021 to
May 31, 2022 (the "2022 Convertible Notes"). On March 9, 2021 the 2022
Convertible Notes were exchanged for 13.50% Convertible Second Lien Senior
Secured Notes due 2023 (the "2023 Convertible Notes" and together with the
Common Stock, the "Securities"). On November 21, 2021, the Issuer entered into
an Agreement and Plan of Merger ("Merger Agreement") with Paloma Partners VI
Holdings, LLC ("Parent"), and Paloma VI Merger Sub, Inc., which is a
wholly-owned subsidiary of Parent ("Merger Sub"), whereby, among other things,
Merger Sub would commence a tender offer to acquire all of the Issuer's
outstanding Shares for $23.00 per Share in cash (the "Tender Offer"). The Merger
Agreement and the Tender Offer were unanimously approved by the Issuer's board
of directors. The Tender Offer is subject to customary conditions, including
the tender of a majority of the outstanding Shares. Also on November 21, 2021,
in connection with the execution of the Merger Agreement, FAV as investment
manager on behalf of certain funds and accounts, entered into a Tender and
Support Agreement (the "Support Agreement") with Parent, Merger Sub and, solely
with respect to certain provisions thereunder, the Issuer. Pursuant to the
Support Agreement, FAV has agreed, among other things, to (i) validly tender or
cause to be validly tendered pursuant to and in accordance with the Tender Offer
all Shares that may be beneficially owned by FAV and not to withdraw or cause
to be withdrawn any such Shares from the Tender Offer unless and until the
Support Agreement is terminated, and (ii) not vote any Shares that may be
beneficially owned by FAV in favor or, and will vote against or not consent to,
any acquisition proposal other than the Merger and related transactions, or that
could impede, interfere with, prevent or delay the consummation of the Merger
or the related transactions. Pursuant to the Support Agreement, FAV granted an
irrevocable proxy to Parent for voting the Shares that may be beneficially by
FAV in connection with the Merger and related transactions. FAV further agreed
not to transfer any Shares subject to the Support Agreement, other than with the
prior written consent of Parent or the Issuer, subject to certain limited
exceptions. The Support Agreement will automatically terminate upon the earliest
to occur of (i) the mutual written agreement of Parent and FAV, (ii) the
termination of the Merger Agreement in accordance with its terms, (iii) the
effective time of the Merger, (iv) the occurrence of an Adverse Recommendation
Change (as defined in the Merger Agreement) in compliance with the provisions of
the Merger Agreement, and (v) the date of any amendment to the Merger
Agreement that reduces or changes the amount or form of consideration payable in
the Tender Offer or the Merger.
One FAV Client has interests exceeding 10% in the Issuer's Common Stock:
Franklin High Income Fund, a series of Franklin High Income Trust, an investment
company registered under the Investment Company Act of 1940, has an interest
in 2,372,322 shares of such Common Stock.
FAV is a wholly-owned subsidiary of Franklin Resources, Inc. ("FRI"). FAV may be
deemed to beneficially own the Securities for purposes of Rule 13d-3, and
accordingly for purposes of section 16(a), under the Securities Exchange Act of
1934, as amended (the "Act"), in its capacity as the investment adviser to the
Clients pursuant to investment management contracts that grant investment and/or
voting power to FAV. When an investment management contract (including a
sub-advisory agreement) delegates to FAV investment discretion or voting power
over the securities held in the investment advisory accounts that are subject to
that agreement, FRI treats FAV as having sole investment discretion or voting
authority, as the case may be, unless the agreement specifies otherwise.
Beneficial ownership by FRI, FAV and their affiliates is being reported in
conformity with the guidelines articulated by the SEC staff in Release No.
34-39538 (January 12, 1998) relating to organizations, such as FRI, where
related entities exercise voting and investment powers over the securities being
reported independently from each other. The voting and investment powers held
by each of FRI's affiliates whose ownership of securities is disaggregated
from that of FRI in accordance with the 1998 Release ("FRI Disaggregated
Affiliates") are exercised independently from FRI and from all other investment
management subsidiaries of FRI (FRI, its affiliates and the investment
management subsidiaries of FRI other than FRI Disaggregated Affiliates are
collectively, "FRI Aggregated Affiliates"). Furthermore, internal policies and
procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other
hand, FRI, establish informational barriers that prevent the flow among, on the
one hand, FRI Disaggregated Affiliates (including preventing the flow between
such entities), and, on the other hand, the FRI Aggregated Affiliates, of
information that relates to the voting and investment powers over the securities
owned by their respective investment management clients. Consequently, FRI
Disaggregated Affiliates report the securities over which they hold investment
and voting power separately from the FRI Aggregated Affiliates for purposes of
Section 13 of the Act.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding common stock of FRI and are the
principal stockholders of FRI. FRI and the Principal Shareholders may be deemed
to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of
securities held by persons and entities for whom or for which FRI's subsidiaries
provide investment management services. FRI, the Principal Shareholders and
FAV disclaim any pecuniary interest in any of the Securities. In addition, the
filing of this Form 4 on behalf of the Principal Shareholders, FRI and FAV
should not be construed as an admission that any of them is, and each disclaims
that it is, the beneficial owner, as defined in Rule 13d-3, of any of the
Securities.
FRI, the Principal Shareholders, and FAV believe that they are not a group
within the meaning of Rule 13d-5 under the Act and that they are not otherwise
required to attribute to each other the beneficial ownership of the Securities
held by any of them or by any persons or entities for whom or for which FAV
provides investment management services.
EX-99
3
ex99-2.txt
Exhibit 99-2
Names and Addresses of Additional Reporting Persons:
Charles B. Johnson
Franklin Templeton
One Franklin Parkway
San Mateo, CA 94403-1906
Rupert H. Johnson, Jr.
Franklin Templeton
One Franklin Parkway
San Mateo, CA 94403-1906
Franklin Advisers, Inc.
One Franklin Parkway
San Mateo, CA 94403-1906
By: /s/Virginia E. Rosas
Assistant Secretary of Franklin Resources, Inc.
Attorney-in-Fact for Charles B. Johnson
Attorney-in-Fact for Rupert H. Johnson, Jr.
Secretary of Franklin Advisers, Inc.
By: /s/Lori A. Weber
Vice President and Co-Secretary
Franklin High Income Trust on behalf of Franklin High Income Fund