SEC Form SC 13D/A filed by Goodrich Petroleum Corporation (Amendment)

      CUSIP NO.  382410843                                                                                Page 1 of 13

 

 

 

 

                                                UNITED STATES

                                      SECURITIES AND EXCHANGE COMMISSION

                                            Washington, D.C. 20549

 

                                                SCHEDULE 13D/A

 

                                  Under the Securities Exchange Act of 1934

                                             (Amendment No. 14)*

 

                                        GOODRICH PETROLEUM CORPORATION

                                               (Name of Issuer)

 

                                   Common Stock, par value $0.01 per share

                                        (Title of Class of Securities)

 

                                                  382410843

                                                (CUSIP Number)

 

                                                Lori A. Weber

                                             Assistant Secretary

                                           Franklin Resources, Inc.

                                           300 Southeast 2nd Street

                                        Fort Lauderdale, FL, US 33301

                                                 800‑632‑2350

                         (Name, Address and Telephone Number of Person Authorized to

                                     Receive Notices and Communications)

 

                                              December 13, 2021

                           (Date of Event Which Requires Filing of this Statement)

 

      If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the

      subject of this Schedule 13D, and is filing this schedule because of §§240.13d‑1I, 240.13d‑1(f) or

      240.13d‑1(g), check the following box.[  ]

 

      Note: Schedules filed in paper format shall include a signed original and five copies of the schedule,

      including all exhibits. See §240.13d‑7 for other parties to whom copies are to be sent.

 

      *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form

      with respect to the subject class of securities, and for any subsequent amendment containing information

      which would alter the disclosures provided in a prior cover page.

 

      The information required on the remainder of this cover page shall not be deemed to be “filed” for the

      purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities

of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes hereto).

 

 

 

 

      CUSIP NO.  382410843                                                                           Page 2 of 13

 

 

1.       NAMES OF REPORTING PERSONS.    

 

             Franklin Resources, Inc.  

 

      2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

             (a)

             (b) X

 

      3.     SEC USE ONLY

 

      4.     SOURCE OF FUNDS

 

             OO

 

      5.     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

             PURSUANT TO ITEMS 2(d) OR 2I[ ]

 

      6.     CITIZENSHIP OR PLACE OF ORGANIZATION

 

             Delaware

 

      NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

      7.     SOLE VOTING POWER

 

             (See Item 5)

 

      8.     SHARED VOTING POWER

 

             (See Item 5)

 

      9.     SOLE DISPOSITIVE POWER

 

             (See Item 5)

 

      10.    SHARED DISPOSITIVE POWER

 

             (See Item 5)

 

      11.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

             3,581,913

 

      12.    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

             CERTAIN SHARES [ ]

 

      13.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

             22.5%¹

 

      14.    TYPE OF REPORTING PERSON

 

             HC, CO (See Item 5)

 

---

 

 

 

      CUSIP NO. 382410843                                                                            Page 3 of 13

 

1.       NAMES OF REPORTING PERSONS.    

 

             Charles B. Johnson

 

      2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

             (a)

             (b) X

 

      3.     SEC USE ONLY

 

      4.     SOURCE OF FUNDS

 

             OO

 

      5.     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

             PURSUANT TO ITEMS 2(d) OR 2I[ ]

 

      6.     CITIZENSHIP OR PLACE OF ORGANIZATION

 

             USA

 

      NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

      7.     SOLE VOTING POWER

 

             (See Item 5)

 

      8.     SHARED VOTING POWER

 

             (See Item 5)

 

      9.     SOLE DISPOSITIVE POWER

 

             (See Item 5)

 

      10.    SHARED DISPOSITIVE POWER

 

             (See Item 5)

 

      11.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            

             3,581,913

 

      12.    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

             CERTAIN SHARES [ ]

 

 

      13.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            

             22.5%

 

      14.    TYPE OF REPORTING PERSON

 

             HC,IN (See Item 5)

 

 

 

 

      CUSIP NO. 382410843                                                                            Page 4 of 13

 

 

1.       NAMES OF REPORTING PERSONS.    

 

             Rupert H. Johnson, Jr.

 

      2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

             (a)

             (b) X

 

      3.     SEC USE ONLY

 

      4.     SOURCE OF FUNDS

 

             OO

 

      5.     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

             PURSUANT TO ITEMS 2(d) OR 2I[ ]

 

      6.     CITIZENSHIP OR PLACE OF ORGANIZATION

 

             USA

 

      NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

      7.     SOLE VOTING POWER

 

             (See Item 5)

 

      8.     SHARED VOTING POWER

 

             (See Item 5)

 

      9.     SOLE DISPOSITIVE POWER

 

             (See Item 5)

 

      10.    SHARED DISPOSITIVE POWER

 

             (See Item 5)

 

      11.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

             3,581,913

 

      12.    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

             CERTAIN SHARES [ ]

 

 

      13.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

             22.5%

            

 

      14.    TYPE OF REPORTING PERSON

 

             HC,IN (See Item 5)

 

 

 

      CUSIP NO. 382410843                                                                            Page 5 of 13

 

 

1.       NAMES OF REPORTING PERSONS.    

 

             Franklin Advisers, Inc.

 

      2.     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

             (a)

             (b) X

 

      3.     SEC USE ONLY

 

      4.     SOURCE OF FUNDS

 

             OO, WC

 

      5.     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

             PURSUANT TO ITEMS 2(d) OR 2I[ ]

 

      6.     CITIZENSHIP OR PLACE OF ORGANIZATION

 

             California

 

      NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

      7.     SOLE VOTING POWER

 

              3,581,913

 

      8.     SHARED VOTING POWER

 

             0

 

      9.     SOLE DISPOSITIVE POWER

 

             3,581,913

 

      10.    SHARED DISPOSITIVE POWER

 

             0

 

      11.    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

             3,581,913

 

      12.    CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

             CERTAIN SHARES [ ]

 

 

      13.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

             22.5%

 

      14.    TYPE OF REPORTING PERSON

 

             IA,CO (See Item 5)

 

 

 

      CUSIP NO.  382410843                                                                           Page 6 of 13

 

This Amendment No. 14 to the Statement on Schedule 13D amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on October 24, 2016, as previously amended on January 10, 2017, March 3, 2017, June 2, 2017, September 28, 2017, November 16, 2017, January 5, 2018, February 15, 2018, February 23, 2018, March 23, 2018, January 25, 2019, June 13, 2019, March 17, 2021 and on November 30, 2021 which relates to shares of Common Stock, par value $0.01 per share (the “Shares”), of GOODRICH PETROLEUM CORPORATION, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 801 Louisiana St., Suite 700, Houston, Texas, 77002.

 

Except as provided herein, this Amendment No. 14 to Schedule 13D does not modify any of the information previously reported on such Schedule 13D, including any amendment thereto.  The information herein is provided and is correct as of December 17, 2021. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in such Schedule 13D as originally filed.

 

 

      Item 4.  Purpose of Transaction

 

The following paragraph is added to Item 4:

 

On November 21, 2021, the Issuer entered into an Agreement and Plan of Merger (“Merger Agreement”) with Paloma Partners VI Holdings, LLC (“Parent”), and Paloma VI Merger Sub, Inc., which is a wholly-owned subsidiary of Parent (“Merger Sub”), whereby, among other things, Merger Sub would commence a tender offer to acquire all of the Issuer’s outstanding Shares for $23.00 per Share in cash (the “Tender Offer”). The Merger Agreement and the Tender Offer were unanimously approved by the Issuer’s board of directors.  The Tender Offer is subject to customary conditions, including the tender of a majority of the outstanding Shares.

 

Also on November 21, 2021, in connection with the execution of the Merger Agreement, Franklin Advisers, Inc. as investment manager on behalf of certain funds and accounts (“FAV”), entered into a Tender and Support Agreement (the “Support Agreement”) with Parent, Merger Sub and, solely with respect to certain provisions thereunder, the Issuer.  Pursuant to the Support Agreement, FAV has agreed, among other things, to (i) validly tender or cause to be validly tendered pursuant to and in accordance with the Tender Offer all Shares that may be beneficially owned by FAV and not to withdraw or cause to be withdrawn any such Shares from the Tender Offer unless and until the Support Agreement is terminated, and (ii) not vote any Shares that may be beneficially owned by FAV in favor or, and will vote against or not consent to, any acquisition proposal other than the Merger and related transactions, or that could impede, interfere with, prevent or delay the consummation of the Merger or the related transactions.  Pursuant to the Support Agreement, FAV granted an irrevocable proxy to Parent for voting the Shares that may be beneficiary owned by FAV in connection with the Merger and related transactions. FAV further agreed not to transfer any Shares subject to the Support Agreement, other than with the prior written consent of Parent or the Issuer, subject to certain limited exceptions.

 

The Support Agreement will automatically terminate upon the earliest to occur of (i) the mutual written agreement of Parent and FAV, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) the effective time of the Merger, (iv) the occurrence of an Adverse Recommendation Change (as defined in the Merger Agreement) in compliance with the provisions of the Merger Agreement, and (v) the date of any amendment to the Merger Agreement that reduces or changes the amount or form of consideration payable in the Tender Offer or the Merger.

 

In connection with the transactions contemplated by the Merger Agreement and the Support Agreement, FAV converted all of the convertible notes of the Issuer beneficially owned by FAV into Shares on December 9, 2021. 

 

      The description and summary of the Support Agreement set forth above in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, which is incorporated by reference as Exhibit E to this

Schedule 13D and is incorporated herein by reference.

 

      Item 5.   Interest in Securities of the Issuer

 

Item 5 is hereby amended and restated in its entirety to read as follows:

 

(a-b)FAV is a wholly-owned subsidiary of Franklin Resources, Inc. ("FRI"). FAV may be deemed to beneficially own the Securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Act"), in its capacity as the investment adviser to the Funds pursuant to investment management contracts that grant investment and/or voting power to FAV. When an investment management contract (including a sub-advisory agreement) delegates to FAV investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement, FRI treats FAV as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise. Accordingly, FAV, as an investment management subsidiary, reports on Schedule 13D that it has sole investment discretion and voting authority over the securities covered by any such investment management agreement. 

 

      Beneficial ownership by FRI, FAV and their affiliates is being reported in conformity with the guidelinesarticulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and

      investment powers over the securities being reported independently from each other. The voting and investment powers held by each of FRI’s affiliates whose ownership of securities is disaggregated from that of FRI in accordance with the 1998 Release (“FRI

      Disaggregated Affiliates”) are exercised independently from FRI and from all other investment management subsidiaries of FRI (FRI, its affiliates and the investment management subsidiaries of FRI other than FRI Disaggregated Affiliates are collectively, “FRI

      Aggregated Affiliates”). Furthermore, internal policies and procedures of, on the one hand, FRI Disaggregated Affiliates, and, on the other hand, FRI establish informational barriers that prevent the flow among, on the one hand, FRI Disaggregated Affiliates

      (including preventing the flow between such entities), and, on the other hand, the FRI Aggregated Affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients.

      Consequently, FRI Disaggregated Affiliates report the securities over which they hold investment and voting power separately from the FRI Aggregated Affiliates for purposes of Section 13 of the Act.

 

 

 

 

 

 

CUSIP NO. 382410843                                                              Page 7 of 13

 

     

Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in excess of 10% of FRI’s outstanding common stock and are the principal stockholders of FRI.  FRI and the Principal Shareholders may be deemed to be, for purposes of Rule 13d‑3 under the Act, the beneficial owners of securities held by persons and entities for whom or for which FRI’s subsidiaries provide investment management services.  The number of shares that may be deemed to be beneficially owned and the percentage of the class of which such shares are a part are reported in Items 11 and 13 of the cover pages for FRI and each of the Principal Shareholders.  Items 11 and 13 of the cover pages for FAV, FRI and each of the Principal Shareholders are incorporated herein by reference.  FRI, the Principal Shareholders and FAV disclaim any pecuniary interest in any of the Securities.  In addition, the filing of the Schedule 13D on behalf of the Principal Shareholders, FRI and FAV should not be construed as an admission that any of them is, and each disclaims that it is, the beneficial owner, as defined in Rule 13d 3, of any of the Securities.

 

FRI, the Principal Shareholders and FAV believe that they are not a “group” within the meaning of Rule 13d 5 under the Act and that they are not otherwise required to attribute to each other the beneficial ownership of the Securities held by any of them or by any persons or entities for whom or for which FAV provides investment management services

 

 

 

The number of Shares as to which each reporting person on this Schedule 13D has:

 

(i)Sole power to vote or to direct the vote of the Shares:

                                                                                         

      Franklin Resources, Inc.:                                                            0

                                                                                         

      Charles B. Johnson:                                                                  0

                                                                                         

      Rupert H. Johnson, Jr.:                                                              0

                                                                                         

      Franklin Advisers, Inc.:                                                     3,581,913

 

(ii)  Shared power to vote or to direct the vote of the Shares:                            0

                                                                                         

(iii) Sole power to dispose or to direct the disposition of the Shares:

              

                                                                                         

      Franklin Resources, Inc.:                                                            0

                                                                                         

      Charles B. Johnson:                                                                  0

                                                                                         

      Rupert H. Johnson, Jr.:                                                              0

                                                                                         

      Franklin Advisers, Inc.                                                      3,581,913

                                                                                         

                                                                                         

(iv)  Shared power to dispose or to direct the disposition of the Shares:                  0

              

              

                                                                                         

              

 

      (c)    On December 9, 2021, FAV received in a payment in kind interest distribution an additional 26,955 convertible notes of the Issuer, convertible into 26,955 additional Shares.  Subsequently on December 9, 2021, FAV converted all convertible notes of the Issuer beneficially owned by FAV into 1,347,918 Shares. 

 

      (d)    

             Franklin High Income Fund, a series of Franklin High Income Trust, an investment company registered under the Investment Company Act of 1940, has an interest in 2,372,322 shares, or 14.9%, and the Franklin High Yield Fund, a sub-fund of Franklin Templeton

             Investment Funds, a Luxembourg Registered SICAV has an interest in 887,348 shares or 5.6% of class of securities reported herein.

 

 

      (e)     Not applicable

 

CUSIP NO.  382410843                                                                      Page 8 of 13

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The response to Item 4 of this Amendment No. 13 is incorporated herein.

 

 

      Item 7.  Material to Be Filed as Exhibits

 

      Exhibit A: Principal Executive Officers and Directors of FRI

 

      Exhibit B:   Limited Powers of Attorney for Section 13 Reporting Obligations

 

      Exhibit C: Exchange Agreement incorporated by reference from Exhibit E to that certain Amendment No. 1 to Schedule 13D filed by Anchorage on March 11, 2021

 

      Exhibit D: Registration Rights Agreement incorporated by reference from Exhibit F to that certain Amendment No. 1 to Schedule 13D filed by Anchorage on March 11, 2021

 

      Exhibit E: Tender and Support Agreement incorporated by reference from Exhibit 10.3 to that certain Form 8-K filed by the Issuer on November 23, 2021

 

     

 

                                            Signature

 

      After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set

      forth in this statement is true, complete and correct.

 

       Dated: December 21, 2021

 

 

Franklin Resources, Inc.

 

Charles B. Johnson

 

Rupert H. Johnson, Jr.

 

Franklin High Income Trust on behalf of

                         Franklin High Income Fund

 

Franklin Templeton Investment Funds on behalf of

                        Franklin High Yield Fund

 

By:   /s/LORI A. WEBER

      ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑

     Lori A. Weber

     Assistant Secretary of Franklin Resources, Inc.

 

     Attorney‑in‑Fact for Charles B. Johnson

 

     Attorney‑in‑Fact for Rupert H. Johnson, Jr.

 

     Vice President and Co-Secretary of Franklin High Income Trust

 

     Attorney-in-Fact for Franklin Templeton Investment Funds pursuant to

                              Power of Attorney attached to this Schedule 13D

                             

 

    

 

 

Franklin Advisers, Inc.

 

 

By:   /s.VIRGINIA E. ROSAS

      ‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑‑                                      

      Virginia E. Rosas

      Secretary of Franklin Advisers, Inc.

 

     

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP NO.  382410843                                                                      Page 9 of 13

 

                                  EXHIBIT A

        PRINCIPAL EXECUTIVE OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS OF REPORTING PERSONS

 

Except where otherwise noted, each of the individuals named below is a citizen of the

United States with a principal business address as indicated below.

 

 

 

 

 

CUSIP NO.      382410843                                                                   Page 10 of 13

 

 

     FRI:    Franklin Resources, Inc.

              One Franklin Parkway

              San Mateo, CA 94403‑1906

 

     FRI is primarily engaged, through various subsidiaries, in providing investment management to the open-end investment companies in the Franklin Group of Funds and the Templeton Family of Funds and to domestic and international managed and institutional accounts.  FRI’s principal line of business is providing investment management, administration, distribution and related services to the Franklin Templeton Funds, managed accounts and other investment products. 

 

     FRI is the direct parent entity to FAV (see further description below).

 

     FAV: Franklin Advisers, Inc.

     One Franklin Parkway

     San Mateo, CA  94403 1906

 

     An investment adviser registered with the SEC and investment manager or sub adviser to a number of U.S. registered open end and closed end investment companies in the Franklin Templeton Group of Funds, non U.S. investment funds

     and private client accounts.

 

 

 

CUSIP NO.      382410843                                13D                                Page 11 of 13

 

 LIMITED POWER OF ATTORNEY

FOR SECTION 13 AND 16 REPORTING OBLIGATIONS

 

             Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Steven J. Gray, Beth McAuley O’Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas, Navid J. Tofigh and Lori A. Weber each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

      1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (“FRI”) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a “Reporting Entity”), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and

 

      2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

      3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

      The undersigned acknowledges that:

 

      1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

      2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

      3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

      4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act.

 

      The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith.

      This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 16^th day of August, 2021.

 

                                                                                                                                                                        /s/CHARLES B. JOHNSON

                                                                                                                                                                        Signature

 

                                                                                                                                                                        Charles B. Johnson   

                                                                                                                                                                        Print Name

 

             CUSIP NO.  382410843                        13D                                    Page 12 of 14

 

LIMITED POWER OF ATTORNEY

FOR SECTION 13 AND 16 REPORTING OBLIGATIONS

 

      Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Alison E. Baur, Steven J. Gray, Beth McAuley O’Malley, Thomas C. Merchant, Kimberly H. Novotny, Virginia E. Rosas, Navid J. Tofigh and Lori A. Weber each acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

      1. prepare, execute, acknowledge, deliver and file Forms ID, Schedules 13D and 13G, and Forms 3, 4 and 5 (including any amendments thereto and any related documentation) with the United States Securities and Exchange Commission and any national securities exchanges relating to Franklin Resources, Inc. (“FRI”) and/or any registered closed-end company to which an affiliate of FRI is an investment adviser (each, a “Reporting Entity”), as considered necessary or advisable under Regulation S-T and Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Exchange Act”); and

 

      2. seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the securities of any Reporting Entity from any person, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

      3. perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

      The undersigned acknowledges that:

 

      1. this Limited Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

      2. any documents prepared and/or executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

      3. none of FRI, any Reporting Entity nor any of such attorneys-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

      4. this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including without limitation, the reporting requirements under Section 16 of the Exchange Act.

 

      The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney, and indemnifies each of the foregoing attorneys-in-fact against any loss of any nature whatsoever arising in connection therewith.

      This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to each such attorney-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 16^th day of August, 2021.

                                                                                                                                                                /s/RUPERT H. JOHNSON, JR.

                                                                                                                                                                Signature

 

                                                                                                                                                                Rupert H. Johnson, Jr.  

                                                                                                                                                                Print Name

 

                                               

 

 

 

 

 

 

 

 

 

 

 

CUSIP NO. 382410843                              13D                                   Page 13 of 13

 

                                    LIMITED POWER OF ATTORNEY

                                                FOR

                                 SECTION 13 REPORTING OBLIGATIONS

 

 

              Know all by these presents, that we Franklin Templeton Investment Funds (the

      “Issuer”). an entity organized and existing in the Grand Duchy of Luxembourg and

      having our registered office at 8A rue Albert Borschette, L-1246 Luxembourg, in the person

      of Gregory Johnson and Vijay Advani, Directors of the Issuer, hereby makes, constitutes

      and appoints each of Lori Weber and Kimberly Novotny, each acting individually as the

      undersigned’s true and lawful attorney-in-fact, with full power and authority as

      hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

      (1)   prepare, execute, acknowledge, deliver and file Schedules 13D and 13G (including

      any amendments thereto or any related documentation) with the United States Securities

      and Exchange Commission, any national securities exchanges and Franklin Resources, Inc.,

      a Delaware corporation (the “Reporting Entity”), as considered necessary or advisable

      under Section 13 of the Securities Exchange Act of 1934 and the rules and regulations

      promulgated thereunder, as amended from time to time (the “Exchange Act”); and

 

      (2)   perform any and all other acts which in the discretion of such attorney‑in‑fact

      are necessary or desirable for and on behalf of the undersigned in connection with the

      foregoing.

 

              The undersigned acknowledges that:

 

      (1) this Limited Power of Attorney authorizes, but does not require, each such

      attorney‑in‑fact to act in their discretion on information provided to such

      attorney‑in‑fact without independent verification of such information;

 

      (2) any documents prepared and/or executed by either such attorney‑in‑fact on behalf of

      the undersigned pursuant to this Limited Power of Attorney will be in such form and will

      contain such information and disclosure as such attorney‑in‑fact, in his or her

      discretion, deems necessary or desirable;

 

      (3) neither the Reporting Entity nor either of such attorneys‑in‑fact assumes (i) any

      liability for the undersigned’s responsibility to comply with the requirements of the

      Exchange Act or (ii) any liability of the undersigned for any failure to comply with such

      requirements; and

 

      (4) this Limited Power of Attorney does not relieve the undersigned from responsibility

      for compliance with the undersigned’s obligations under the Exchange Act, including

      without limitation the reporting requirements under Section 13 of the Exchange Act.

 

 

      The undersigned hereby gives and grants each of the foregoing attorneys-in-fact full

      power and authority to do and perform all and every act and thing whatsoever requisite,

      necessary or appropriate to be done in and about the foregoing matters as fully to all

      intents and purposes as the undersigned might or could do if present, hereby ratifying

      all that each such attorney‑in‑fact of, for and on behalf of the undersigned, shall

      lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

      This Limited Power of Attorney shall remain in full force and effect until revoked by

      the undersigned in a signed writing delivered to each such attorney‑in‑fact.

 

      IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be

      executed as of this    13th      day of     October   , 2015.

 

 

                                                  For and on behalf of

                                                         Franklin Templeton Investment Funds

 

                                                                          /s/Gregory Johnson

                                                                                    Director

 

                                                                             /s/Vijay Advani

                                                                                    Director