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