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