Goodrich Petroleum Corp. (NYSE: GDP) received notice on Aug. 27 from the New York Stock Exchange (NYSE) that the company is not in compliance with the continued listing standards set forth in Sections 802.01B and 802.01C of the NYSE Listed Company Manual.
Specifically, the NYSE notified Goodrich that the average closing price per share of the company's common stock over the preceding 30-trading-day period had fallen below the minimum average closing price required by Section 802.01C of $1 per share over a consecutive 30-trading-day period.
Additionally, the NYSE notified Goodrich that the company's average market capitalization for the prior 30-trading-day period is below $50 million, and the company's stockholders' equity is less than $50 million, which are the NYSE minimum requirements under Section 802.01B.
In compliance with NYSE procedures, Goodrich intends to notify the NYSE within 10 business days of its intent to cure both deficiencies and return to compliance with the NYSE continued listing requirements.
Under Section 802.01C (i.e., share price standard), Goodrich has six months following its receipt of the NYSE notice to regain compliance with the minimum share price requirement. The company can regain compliance with Section 802.01C at any time during the six-month cure period if its common stock has a closing share price of at least $1 and an average closing share price of at least $1 over the 30-trading-day period ending on the last trading day of that month or the last trading day of the cure period.
To indicate the company's desire and ability to regain compliance with Section 802.01B (i.e., market capitalization standard) within 18 months, Goodrich will submit a business plan to the NYSE within 45 days from its receipt of the NYSE notice. If the NYSE approves the company's business plan, Goodrich’s shares will continue to be listed and traded on the NYSE during the 18-month cure period, subject to its compliance with other NYSE continued listing standards.
There is no immediate impact on the listing of the company's common stock, which will continue to trade on the NYSE, subject to Goodrich’s compliance with other listing standards, under the symbol "GDP" but with the added designation of ".bc" to indicate the company's "below compliance" status. Goodrich will continue to work directly with the NYSE to ensure that the NYSE is aware of the company's progress.
In additional news, Goodrich has entered into separate, privately negotiated exchange agreements under which it will retire $55 million in an aggregate original principal amount of its outstanding 5.00% convertible senior notes due 2032 in exchange for its issuance of a new series of 5.00% convertible exchange senior notes due 2032 in an aggregate original principal amount of $27.5 million.
Following these transactions, approximately $111 million in an aggregate original principal amount of the existing notes will remain outstanding with terms unchanged. The exchange is expected to close on Sept. 8.
Many terms of the new notes will remain the same as the existing notes they replace, including the 5.0% annual cash interest rate and the final maturity date of Oct. 1, 2032.