Goodrich Petroleum Corporation has today substantially reduced its securities contract position with affiliates of The Bear Stearns Companies Inc.
To facilitate the pricing of the Company's $175 million convertible notes issued in December 2006, the Company entered into a Share Lending Agreement pursuant to which approximately 3.1 million shares of Goodrich common stock was issued to Bear Stearns International Limited with an obligation to return the shares upon maturity or prepayment of the convertible notes. As a result of last week's long term ratings downgrade of The Bear Stearns Companies Inc. and affiliates by Standard & Poor's, Bear Stearns was required to either return all or a portion of the borrowed shares or collateralize the return obligation with cash or high quality liquid non-cash collateral. As of today, Bear Stearns has returned 1.5 million of the 3.1 million borrowed shares and fully collateralized the remaining 1.6 million borrowed shares with a cash collateral deposit of approximately $41.3 million, the market value of the remaining borrowed shares. Under the Share Lending Agreement, Bear Stearns is required to maintain collateral value in an amount at least equal to the market value of the outstanding borrowed shares.
The Company also entered into Capped Call Agreements in December 2007 with each of Bear Stearns International Limited and an affiliate of JP Morgan Securities in conjunction with a public offering of the Company's common stock offering at that time. The Company purchased from each of the Bear Stearns and JP Morgan affiliates capped call options on 2.9 million shares of GDP stock, whereby each of Bear Stearns and JP Morgan will have the obligation to return to GDP a certain number of GDP's shares at various dates 18, 24, and 30 months from the original date of the transaction, depending on the value of GDP stock at those points in time. As a result of the downgrade of Bear Stearns to the levels achieved on Friday March 14, Bear Stearns is obligated, by virtue of a letter agreement, to transfer their rights and obligations under the Capped Call Agreement to a suitable counterparty (one with a credit rating of at least BBB+ by S&P and Baa1 by Moody's) within 30 days. As of today, the obligations have not been transferred but discussions are underway.
Gil Goodrich, Vice Chairman and CEO of Goodrich Petroleum, commented as follows, "We are pleased that Bear Stearns is living up to its contractual obligations by providing the credit support for their obligations to us. Our various agreements with them were structured to protect the interests of Goodrich Petroleum and its shareholders in the event of credit downgrades, and they are working as contemplated."
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