TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo May 29, 2020 Michael J. Killelea General Counsel Goodrich Petroleum Corporation 801 Louisiana, Suite 700 Houston, Texas 77002 Re: Goodrich Petroleum Corporation Registration Statement on Form S-3 Filed May 15, 2020 File No. 333-238286 Dear Mr. Killelea: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-3 filed May 15, 2020 Description of Capital Stock Exclusive Forum, page 25 1. We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any "derivative action." Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also add Michael J. Killelea Goodrich Petroleum Corporation May 29, 2020 Page 2 related risk factor disclosure, and revise to state that there is uncertainty as to whether a court would enforce such provision and to state that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Laura Nicholson, Special Counsel, at (202) 551-3584 or Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions. Sincerely, FirstName LastNameMichael J. Killelea Division of Corporation Finance Comapany NameGoodrich Petroleum Corporation Office of Energy & Transportation May 29, 2020 Page 2 cc: Michael Telle FirstName LastName