8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

November 30. 2006 (November 30, 2006)
Date of Report (Date of earliest event reported)

GOODRICH PETROLEUM CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 001-7940
(Commission
File Number) 76-0466193
(IRS Employer
Identification Number)

808 Travis Street, Suite 1320
Houston, Texas 77002
(Address of principal executive offices)

(713) 780-9494
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

     On November 30, 2006, Goodrich Petroleum Corporation (the “Company”) issued a press release pursuant to Rule 135c of the Securities Act of 1933 to announce the sale of $125,000,000 aggregate principal amount of its Convertible Senior Notes due 2026 (the “Notes”) to the initial purchaser of the Notes. The Notes will be resold to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Act”). The Company also has granted the initial purchaser a 13-day option to purchase up to an additional $50,000,000 aggregate principal amount of the Notes.

     The press release is attached hereto as Exhibits 99.1 and is hereby incorporated into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the press release shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act of 1934, each as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Other Exhibits

     (c) Exhibits

Exhibit No.	Description
99.1	Press release issued November 30, 2006

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GOODRICH PETROLEUM CORPORATION
(Registrant)
 

/s/ David R. Looney  

David R. Looney 

Executive Vice President & Chief Financial Officer 

Dated: November 30, 2006

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued November 30, 2006

EX-99.1

Exhibit 99.1

NEWS from

808 Travis, Suite 1320
Houston, Texas 77002
(713) 780-9494
fax (713) 780-9254

Contact:
Robert C. Turnham, Jr., President
David R. Looney, Chief Financial Officer

 Traded: NYSE (GDP) 

FOR IMMEDIATE RELEASE

Goodrich Petroleum Announces
Private Offering of $125 Million of Convertible Senior Notes

Houston, Texas — November 30, 2006 Goodrich Petroleum Corporation (NYSE: GDP) announced that it is intends to offer up to $125 million of convertible senior notes to qualified institutional buyers eligible under Rule 144A of the Securities Act. The Company also expects to grant a 13-day option to the initial purchasers of the convertible notes to purchase up to an additional $50 million aggregate principal amount of the convertible senior notes.

The notes will be convertible, based upon a base conversion rate, into either, at Goodrich’s election: (i) shares of Goodrich common stock or (ii) cash up to their principal amount and shares of its common stock in respect of the remainder, if any, of the conversion value in excess of the principal amount. If the applicable stock price of Goodrich common stock at the time of conversion exceeds the base conversion price of the notes, the applicable conversion rate will be increased pursuant to a specified formula. The interest rate, base conversion rate, base conversion price and other terms of the notes will be determined at the time of the pricing of the offering. The notes will be senior, unsecured obligations, ranking pari passu with all existing and future senior unsecured indebtedness of Goodrich.

Goodrich intends to use a portion of the net proceeds of the offering to pay off completely its $50 million second lien term loan, and the remainder of the proceeds to repay indebtedness outstanding under its bank revolving credit facility.

The convertible senior notes have not been registered under the Securities Act of 1933 or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful.

Certain statements in this news release regarding future expectations and plans for future activities, including the intention to enter into the offering and the use of proceeds of the offering, may be regarded as “forward looking statements” within the meaning of the Securities Litigation Reform Act. They are subject to various risks, such as financial market conditions, as well as other risks discussed in detail in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.