HOUSTON, Aug. 20, 2021 /PRNewswire/ -- Goodrich Petroleum
Corporation (NYSE American: GDP) (the "Company") announced that the
equity strike price condition contained in its UCC Warrants (CUSIP
# 382410 165) (the "Warrants") was met as of July 14, 2021. Each Warrant entitles the holder
thereof to acquire from the Company a number of shares of the
Company's Common Stock equal to 0.00001% of the Common Stock Deemed
Outstanding at the time of the exercise, on the terms set forth in
the Warrant Agreement (the "Warrant Agreement"), dated as of
October 12, 2016, by and among the
Company and American Stock Transfer & Trust Company, LLC (the
"Warrant Agent"). Capitalized terms used but not defined
herein shall have the meaning ascribed to such terms in the Warrant
Agreement.
Holders who wish to exercise the Warrant(s), in whole or in
part, may do so by doing the following prior to the Expiry
Time:
- in the case of Certificated Warrants, properly completing and
duly executing the Exercise Form appearing on the reverse side of
the Warrant Certificates, which is substantially in the form
attached hereto as Exhibit A;
- in the case of Direct Registration Warrants, providing an
Exercise Form substantially in the form attached hereto as
Exhibit B, properly completed and duly executed by the
Registered Holder thereof, to the Warrant Agent; or
- in the case of Book-Entry Warrants, providing an Exercise Form
substantially in the form attached hereto as Exhibit C or
otherwise complying with the practices and procedures of the
Depositary and its direct and indirect participants, as
applicable.
Upon completion of one of the above options, please send the
completed and executed Exercise Form to the Warrant Agent at the
below email/address:
Email forms to ReorgInquiry@astfinancial.com or mail to:
American Stock Transfer
6201 15th Ave – 2nd Floor
Brooklyn, NY 11219
Attn: Reorg Dept
The shares of Common Stock underlying the Warrants have been
registered by the Company under the Securities Act of 1933, as
amended, and are covered by a registration statement filed on Form
S-1 and declared effective by, the Securities and Exchange
Commission (Registration No. 333-216015). The SEC maintains an
internet website that contains a copy of this prospectus. The
address of that site is www.sec.gov.
None of the Company, its board of directors or employees has
made or is making any representation or recommendation to any
holder of the Warrants as to whether to exercise or refrain from
exercising any Warrants. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy any of the
Company's securities and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
EXHIBIT A
EXERCISE FORM
The undersigned Registered Holder of this Warrant Certificate
hereby irrevocably elects to exercise the number of Warrants
indicated below:
Number of
Warrants:
|
__________________________________________
|
|
|
Number of Warrants
Exercised:
|
__________________________________________
|
|
(Total number of
Warrants being exercised – may be
expressed as a percentage)
|
The undersigned requests that the Warrant Exercise Shares be
issued in the name of the undersigned Holder or as otherwise
indicated below:
Name
|
______________________________________________
|
Social Security or
Other Taxpayer Identification Number
|
Address
|
______________________________________________
|
|
|
______________________________________________
|
|
If such Warrants shall not constitute all of the Warrants
represented hereby, the undersigned requests that a new Warrant
Certificate of like tenor and date for the balance of the Warrants
represented hereby be issued and delivered in the name of the
undersigned Holder or as otherwise indicated as follows:
Name
|
______________________________________________
|
Social Security or
Other Taxpayer Identification Number
|
Address
|
______________________________________________
|
|
|
______________________________________________
|
|
Dated:
___________________, 20_______
|
Signature:
____________________________
|
|
Name:
____________________________
|
Note: The above signature and name should correspond exactly
with the name of the holder as it appears on the face of the
certificate, in every particular without alteration or enlargement
or any change whatsoever.
EXHIBIT B
EXERCISE FORM FOR REGISTERED HOLDERS
OF DIRECT REGISTRATION WARRANTS
(To be executed upon
exercise of Warrants)
NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT
AGENT, PRIOR TO 5:00 P.M., EASTERN
TIME, ON OCTOBER 12, 2026.
The undersigned Registered Holder, being the holder of Direct
Registration Warrants of Goodrich Petroleum Corporation, issued
pursuant to that certain Warrant Agreement, as dated October 12, 2016 (the "Warrant Agreement"), by
and among Goodrich Petroleum Corporation (the "Company"), and
American Stock Transfer & Trust Company, LLC (the "Warrant
Agent"), hereby irrevocably elects to exercise the number of Direct
Registration Warrants indicated below, to acquire the number of
shares of Common Stock indicated below. All capitalized terms used
in this Exercise Form that are not defined herein but are defined
in the Warrant Agreement shall have the meanings given to them in
the Warrant Agreement.
Number of
Warrants:
|
__________________________________________
|
Number of Warrants
Exercised:
|
__________________________________________
|
|
(Total number of
Warrants being exercised – may be
expressed as a percentage)
|
The undersigned requests that the Warrant Exercise Shares be
issued in the name of the undersigned Holder or as otherwise
indicated below:
Name
|
______________________________________________
|
Social Security or
Other Taxpayer Identification Number
|
Address
|
______________________________________________
|
|
|
______________________________________________
|
|
If said number of Warrant Exercise Shares shall not be all the
Warrant Exercise Shares issuable upon exercise of the Warrant, the
undersigned requests that a new Warrant representing the balance of
such Warrant shall be issued in the name of the undersigned Holder
or as otherwise indicated below and that a Warrant Statement
reflecting such balance be delivered to the address indicated
below:
Name
|
______________________________________________
|
Social Security or
Other Taxpayer Identification Number
|
Address
|
______________________________________________
|
|
|
_______________________________________
|
|
Dated:
___________________, 20_______
|
Signature:
____________________________
|
|
Name:
____________________________
|
EXERCISE C
EXERCISE FORM FOR BENEFICIAL HOLDERS
HOLDING WARRANTS THROUGH THE DEPOSITORY TRUST COMPANY
TO BE COMPLETED BY DIRECT PARTICIPANT
IN THE
DEPOSITORY TRUST COMPANY
(To be executed upon exercise
of Warrants)
NOTE: THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT
AGENT, PRIOR TO 5:00 P.M., EASTERN
TIME, ON OCTOBER 12, 2026.
The undersigned, being the beneficial holder of Book-Entry
Warrants issued pursuant to that certain Warrant Agreement, as
dated October 12, 2016 (the "Warrant
Agreement"), by and among Goodrich Petroleum Corporation (the
"Company"), and American Stock Transfer & Trust Company, LLC
(the "Warrant Agent") and held for its benefit through the
book-entry facilities of The Depository Trust Company (the
"Depositary"), hereby irrevocably elects to exercise the number of
Book-Entry Warrants indicated below, to acquire the number of
shares of Common Stock indicated below, pursuant to the exercise
provisions of Section 4.3 of the Warrant Agreement. All capitalized
terms used in this Exercise Form that are not defined herein but
are defined in the Warrant Agreement shall have the meanings given
to them in the Warrant Agreement.
Number of
Warrants:
|
___________________________________________________
|
Number of Warrants
Exercised:
|
___________________________________________________
|
|
(Total number of
Warrants being exercised – may be
expressed as a percentage)
|
The undersigned requests that the shares of Common Stock
issuable upon exercise of the Warrants be delivered to the account
at the Depositary specified below.
THE WARRANT AGENT SHALL NOTIFY YOU (THROUGH THE CLEARING SYSTEM)
OF (1) THE WARRANT AGENT'S ACCOUNT AT THE DEPOSITARY TO WHICH YOU
MUST DELIVER YOUR WARRANTS, AND PAYMENT, IF ANY, ON THE EXERCISE
DATE AND (2) THE ADDRESS, PHONE NUMBER AND FACSIMILE NUMBER WHERE
YOU CAN CONTACT THE WARRANT AGENT.
AUTHORIZED
SIGNATURE:
|
|
NAME:
|
|
CAPACITY IN WHICH
SIGNING:
|
|
DATED:
|
|
NAME OF
PARTICIPANT:
|
|
ADDRESS:
|
|
CONTACT NAME (if
different than above):
|
|
TELEPHONE (INCLUDING
INTERNATIONAL CODE):
|
|
FAX (INCLUDING
INTERNATIONAL CODE):
|
|
E-MAIL
ADDRESS:
|
|
DEPOSITARY ACCOUNT
NO.:
|
|
Goodrich Petroleum Corporation Investor Relations Contact
Information:
investorrelations@goodrichpetroleum.com
832-255-1300
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SOURCE Goodrich Petroleum Corporation