Filed pursuant to Rule 433
Issuer Free Writing Prospectus dated December 5, 2007
Relating to Prospectus Supplement dated December 4, 2007
Registration Statement No. 333-145339
Goodrich Petroleum Corporation
808 Travis, Suite 1320
Houston, Texas 77002
(713) 780-9494
fax (713) 780-9254
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Contact:
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Traded: NYSE (GDP) |
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Robert C. Turnham, Jr., President
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IMMEDIATE RELEASE |
David R. Looney, Chief Financial Officer |
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GOODRICH PETROLEUM PRICES
5,800,000 SHARE PUBLIC OFFERING
Houston,
Texas December 5, 2007. Goodrich Petroleum Corporation
announced that on December 4, 2007, it executed
an underwriting agreement to sell 5,800,000 shares of its common stock, an increase from the
5,200,000 share offering previously announced, and entered into a capped call option transaction,
which may reduce the potential dilution from the offering by allowing the Company to potentially
recoup a portion of the shares sold in this transaction over an average two-year period. The number
of shares recouped upon settlement of the capped call option transaction will vary if the
settlement price at various future dates falls within a range from 100% to 140% of the offering
price.
Of the 5,800,000 shares offered, 4,205,000 shares will be sold on a firm commitment basis at a
price to the public of $23.50 per share and 1,595,000 shares are being purchased on a best efforts
basis by Bear, Stearns & Co. Inc. and J.P. Morgan Securities Inc., each acting as an agent for one
of its affiliates, to facilitate their hedging in connection with the capped call option
transactions. The hedge shares, if purchased, will be offered by the purchasers themselves or
through their broker-dealer affiliates from time to time at varying prices. Net proceeds from the
offering, estimated at $109.7 million after the purchase of the capped call option for
approximately $21.5 million and the payment of expenses, will be initially used to pay down current
indebtedness under the Companys senior bank credit facility which may then be reborrowed to
provide incremental capital to continue development of the Companys Cotton Valley Trend acreage.
The offering, which is expected to close on December 10, 2007, is being made under the
Companys existing shelf registration statement. The Company has also granted the underwriters a
30-day option to purchase a maximum of 630,750 additional shares of common stock from the Company
to cover over-allotments.
Bear, Stearns & Co. Inc. and J.P. Morgan Securities Inc. are joint book-running managers. In
addition, Howard Weil Incorporated, Raymond James & Associates, Inc., Capital One Southcoast, Inc.,
Johnson Rice & Company L.L.C., Tudor, Pickering & Co. Securities, Inc., BMO Capital Markets Corp.
and BNP Paribas Securities Corp. are co-managing underwriters for the offering. Copies of the final
prospectus supplement and accompanying base prospectus may be obtained from the offices of Bear,
Stearns & Co. Inc., 383 Madison Avenue, New York, New
York 10179, Attention: Prospectus Department, (866) 803-9204; or by contacting J.P. Morgan
Securities Inc. at 270 Park Ave., New York, New York 10172 or by faxing a written request to (212)
283-6081.
In connection with the capped call option agreements described above the counterparties may engage
in hedging activities which could have the effect of increasing, or preventing a decline in, the
price of the Companys common stock following the pricing of the offering. The option
counterparties or their affiliates will likely modify the hedge positions from time to time by
purchasing and selling shares of the Companys common stock, other of the Companys securities or
other instruments they may wish to use in connection with such hedging. This is particularly
likely to occur just before or during the settlement periods for the options.
Goodrich Petroleum has filed a registration statement (including a base prospectus and preliminary
prospectus supplement) with the SEC (Commission File No. 333-145339) for the offering to which this
communication relates. Before you invest, you should read the base prospectus and preliminary
prospectus supplement in that registration statement and other documents Goodrich has filed with
the SEC for more complete information about Goodrich and this offering. You may get these documents
for free by visiting EDGAR on the SEC Web site at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any state.
Certain statements in this news release regarding future expectations and plans for future
activities, including the intention to enter into the offering and the use of proceeds of the
offering, may be regarded as forward looking statements within the meaning of the Securities
Litigation Reform Act. They are subject to various risks, such as financial market conditions, as
well as other risks discussed in detail in the Companys Annual Report on Form 10-K and other
filings with the Securities and Exchange Commission. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to be correct.