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Paloma Partners To Take Goodrich Petroleum Private For $23/share - Quick Facts

Goodrich Petroleum Corp. (GDP) announced Monday that it has entered into a definitive merger agreement pursuant to which a subsidiary of Paloma Partners VI Holdings, LLC, an affiliate of EnCap Energy Capital Fund XI L.P., will commence a tender offer to acquire all of Goodrich's outstanding common shares for $23.00 per share in cash for a total of approximately $480 million, including assumption of the company's first lien debt.

The offer price in the transaction, which has been unanimously approved by Goodrich's Board of Directors, represents an approximate 7 percent premium to Goodrich's closing price on November 19, 2021.

Certain stockholders of Goodrich have entered into tender and support agreements pursuant to which those stockholders have agreed to tender their Goodrich shares pursuant to the tender offer.

The tender offer will be subject to customary conditions, including the tender of a majority of the outstanding Goodrich shares pursuant to the offer, and is expected to close in December 2021.

The transaction is not subject to a financing condition. Paloma has secured from EnCap equity financing commitments for the entire acquisition, including assumption of debt, to complete the transaction.

Upon the completion of the transaction, Goodrich will become a privately held company and shares of Goodrich common stock will no longer be listed on any public market.

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