| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | GDP | Common Stock | 1.84M | Nov 21, 2021 | See footnotes | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Includes 1,838,510 shares of common stock, par value $0.01 per share (the "shares") of Goodrich Petroleum Corporation (the "Company") directly held by Paloma Partners VI Holdings, LLC ("Parent") that were acquired pursuant to the Stock Purchase Agreement dated as of November 21, 2021, by and between Gen IV Investment Opportunities, LLC ("Gen IV") and Parent (such shares, the "Paloma Shares") whereby Gen IV agreed to sell and Parent agreed to purchase the Paloma Shares at a purchase price of $23.00 per share. |
| F2 | In connection with that certain Merger Agreement, dated as of November 21, 2021 (the "Merger Agreement"), by and among Parent, Paloma VI Merger Sub, Inc. ("Merger Sub" and, together with Parent, the "Paloma Entities") and the Company, the Paloma Entities entered into certain Tender and Support Agreements with certain stockholders of the Company and certain holders of convertible notes of the Company (together, the "Supporting Stockholders"), pursuant to which, among other things, the Supporting Stockholders agreed to certain voting obligations and to tender 5,201,359 shares to Merger Sub in a tender offer to purchase any and all of the issued and outstanding shares at a price of $23.00 per share commenced pursuant to the Merger Agreement, subject to certain conditions. |
| F3 | Parent is the sole stockholder of Merger Sub. EnCap Energy Capital Fund XI, L.P. ("EnCap Fund XI") owns 98% of the membership interests of Parent and has the right to appoint three of the five representatives to the board of managers of Parent. EnCap Fund XI is controlled indirectly by EnCap Partners GP, LLC ("EnCap Partners GP"), which is the sole general partner of EnCap Partners, LP ("EnCap Partners"), which is the managing member of EnCap Investments Holdings, LLC ("EnCap Holdings"), which is the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), which is the sole general partner of EnCap Investments L.P. ("EnCap Investments LP"). |
| F4 | (continued from footnote 3) EnCap Investments LP is the sole general partner of EnCap Equity Fund XI GP, L.P. ("EnCap Fund XI GP"), which is the sole general partner of EnCap Fund XI. Each of EnCap Fund XI, EnCap Fund XI GP, EnCap Investments LP, EnCap Investments GP, EnCap Holdings, EnCap Partners or EnCap Partners GP may be deemed to share voting or dispositive power over the reported securities held of record by any reporting persons under its direct or indirect control. |
| F5 | The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose. |
(6) Signed by Christopher N. O'Sullivan in his capacity as Chief Executive Officer of Paloma Partners VI Holdings, LLC. (7) Signed by Christopher N. O'Sullivan in his capacity as Chief Executive Officer of Paloma VI Merger Sub, Inc. (8) Signed by Douglas E. Swanson, Jr. in his capacity as Managing Director of EnCap Investments GP, L.L.C., the General Partner of EnCap Investments L.P., the General Partner of EnCap Equity Fund XI GP, L.P., the General Partner of EnCap Energy Capital Fund XI, L.P. (9) Signed by Douglas E. Swanson, Jr. in his capacity as Managing Director of EnCap Partners GP, LLC.