0000899243-21-049961.txt : 20211228
0000899243-21-049961.hdr.sgml : 20211228
20211228174253
ACCESSION NUMBER: 0000899243-21-049961
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211223
FILED AS OF DATE: 20211228
DATE AS OF CHANGE: 20211228
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap Partners GP, LLC
CENTRAL INDEX KEY: 0001726182
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12719
FILM NUMBER: 211525731
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 7136596100
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EnCap Energy Capital Fund XI, L.P.
CENTRAL INDEX KEY: 0001693946
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12719
FILM NUMBER: 211525732
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 7136596100
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA
STREET 2: SUITE 4900
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Paloma Partners VI Holdings, LLC
CENTRAL INDEX KEY: 0001895997
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12719
FILM NUMBER: 211525734
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 5100
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 7136508500
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 5100
CITY: HOUSTON
STATE: TX
ZIP: 77002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Paloma Natural Gas Holdings, LLC
CENTRAL INDEX KEY: 0001895996
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12719
FILM NUMBER: 211525733
BUSINESS ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 5100
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 7136508500
MAIL ADDRESS:
STREET 1: 1100 LOUISIANA STREET
STREET 2: SUITE 5100
CITY: HOUSTON
STATE: TX
ZIP: 77002
FORMER NAME:
FORMER CONFORMED NAME: Paloma VI Merger Sub, Inc.
DATE OF NAME CHANGE: 20211129
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GOODRICH PETROLEUM CORP
CENTRAL INDEX KEY: 0000943861
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
IRS NUMBER: 760466193
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 801 LOUISIANA
STREET 2: SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77002
BUSINESS PHONE: 7137809494
MAIL ADDRESS:
STREET 1: 801 LOUISIANA
STREET 2: SUITE 700
CITY: HOUSTON
STATE: TX
ZIP: 77002
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-12-23
1
0000943861
GOODRICH PETROLEUM CORP
GDP
0001895997
Paloma Partners VI Holdings, LLC
1100 LOUISIANA STREET, SUITE 5100
HOUSTON
TX
77002
0
0
1
0
0001895996
Paloma Natural Gas Holdings, LLC
1100 LOUISIANA STREET, SUITE 5100
HOUSTON
TX
77002
0
0
1
0
0001693946
EnCap Energy Capital Fund XI, L.P.
C/O ENCAP INVESTMENTS L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
0
0
1
0
0001726182
EnCap Partners GP, LLC
C/O ENCAP INVESTMENTS L.P.
1100 LOUISIANA STREET, SUITE 4900
HOUSTON
TX
77002
0
0
1
0
Common Stock
2021-12-23
4
J
0
1838510
D
0
I
See footnotes
In connection with the consummation on December 23, 2021 of the transactions (the "Merger") contemplated pursuant to that certain Agreement and Plan of Merger, dated as of November 21, 2021 (the "Merger Agreement"), by and among Paloma Partners VI Holdings, LLC ("Parent"), Paloma VI Merger Sub, Inc. ("Merger Sub") and Goodrich Petroleum Corporation (the "Company"), the shares of common stock, par value $0.01 per share (the "Shares") then owned by Parent and Merger Sub or by any of their affiliates were cancelled and retired and ceased to exist without any consideration delivered in exchange therefor.
In connection with the Merger, the Company was merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Parent, and thereafter Merger Sub converted into Paloma Natural Gas Holdings, LLC ("Paloma Natural Gas"). Parent is the sole stockholder of Paloma Natural Gas. 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").
(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.
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.
Following the consummation of the Merger, all Shares were delisted from the NYSE American LLC and will be deregistered under the Securities Exchange Act of 1934, as amended. This form represents an exit Form 4 for each of the reporting persons.
(5) Signed by Christopher N. O'Sullivan in his capacity as President of Paloma Partners VI Holdings, LLC. (6) Signed by Christopher N. O'Sullivan in his capacity as President of Paloma Natural Gas Holdings, LLC. (7) 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. (8) Signed by Douglas E. Swanson, Jr. in his capacity as Managing Director of EnCap Partners GP, LLC.
/s/ Christopher N. O'Sullivan(5)
2021-12-28
/s/ Christopher N. O'Sullivan(6)
2021-12-28
/s/ Douglas E. Swanson, Jr.(7)
2021-12-28
/s/ Douglas E. Swanson, Jr.(8)
2021-12-28