CORRESP 1 filename1.htm

Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-2222

July 6, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E., Mail Stop 3561

Washington, D.C. 20549

Attention:

Laura Nicholson
Lauren Nguyen

Re:

Goodrich Petroleum Corporation
Amendment No. 1 to Registration Statement on Form S-3
Filed on June 5, 2020
File No. 333-238286

Dear Ms. Nicholson and Ms. Nguyen:

Reference is hereby made to the telephone conversation between Ms. Laura Nicholson and our firm on July 2, 2020, regarding Amendment No. 1 (“Amendment No. 1”) to Goodrich Petroleum Corporation’s (the “Company”) above-referenced Registration Statement on Form S-3 (the “Registration Statement”). On behalf of the Company, we hereby submit this correspondence in accordance with our discussions with Ms. Nicholson and respectfully request that the Staff review our proposed revised disclosure related to the Company’s forum selection clause. For your convenience, this letter sets forth in bold and italics the Staff’s comment before the response is given. All references to page numbers correspond to the page numbers contained in Amendment No. 1. Assuming the Staff agrees that such disclosure resolves the Staff’s comment, we would propose to include such disclosure in Amendment No. 2 to the captioned Registration Statement on Form S-3, which we would file promptly after receiving the Staff’s concurrence.

Risk Factors, page 5

Description of Capital Stock

Exclusive Forum, page 25

We note that your response letter indicates the revisions to the prospectus clarify for investors that the forum selection provision contained within the Company’s amended and restated certificate of incorporation “is not intended to apply to claims” arising under the Securities Act or Exchange Act. However, we also note that the revised prospectus disclosure states that the provision would not apply to suits brought “solely” to enforce any liability or duty created by the Securities Act or Exchange Act or any other claim for which the courts have exclusive jurisdiction. Please revise your disclosure on pages 5 and 25 to clarify whether your exclusive forum provision is intended to apply to claims arising under the Securities Act or Exchange Act, or tell us why you have included “solely” in the revised disclosure. We may have further comments.

The Company proposes to revise the disclosure on page 5 and page 25 of Amendment No. 1 in response to the Staff’s comment. These revisions clarify for investors that the forum selection provision contained within the Company’s third amended and restated certificate of incorporation is intended to apply to the fullest extent permitted by applicable law. However, the forum selection clause is not expected to apply to claims arising under the Securities Exchange Act of 1934, as amended but may apply to claims under arising under the Securities Act of 1933, as amended, in the circumstances described in the disclosure below.

Securities and Exchange Commission

July 6, 2020

Page 2

Page 5 – Risk Factors

Our Third Amended and Restated Certificate of Incorporation (as amended, our "Certificate of Incorporation") designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to choose the judicial forum for disputes with us or our directors, officers or other employees.

Our Certificate of Incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought in the name or right of us or on our behalf, (2) any action asserting a claim for breach of a fiduciary duty owed by any of our directors, officers, employees, stockholders or other agents to us or our stockholders, (3) any action arising or asserting a claim arising pursuant to any provision of the DGCL or any provision of the Certificate of Incorporation or the Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (4) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the Bylaws. Any person or entity purchasing or otherwise acquiring any interest in shares of our stock shall be deemed to have notice of and consented to the foregoing forum selection provisions.

~~This exclusive~~ The forum selection provision ~~would not~~ is intended to apply to ~~suits brought solely to enforce any liability or duty created~~ the fullest extent permitted by applicable law to the above-specified types of actions and proceedings, including, to the extent permitted by the ~~Securities Act or~~ federal securities laws, to lawsuits asserting both the claims subject to the forum selection provision and federal securities law claims. However, application of the forum selection provision may in some instances be limited by applicable law. For example, the forum selection provision will not apply to actions arising under the Exchange Act or ~~any other claim for which the federal courts have exclusive jurisdiction. In particular, Section 27 of~~ the Exchange Act’s rules and regulations because 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~~ such actions. It could apply, however, to a lawsuit asserting both claims subject to the forum selection provision and claims under the Securities Act , because the Securities Act creates concurrent jurisdiction for federal and state courts over suits brought to enforce ~~any duty or liability created by~~ the Securities Act or its rules and regulations. There is uncertainty as to whether a court would enforce this provision with respect to claims under the Securities Act or , and our stockholders cannot waive compliance with the federal securities laws or its the rules and regulations.

Securities and Exchange Commission

July 6, 2020

Page 3

This choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or employees, which may discourage such lawsuits against us and our directors, officers or employees. If a court were to find the choice of forum provision contained in our Certificate of Incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition and results of operations.

Page 25 – Description of Capital Stock

Exclusive Forum

~~This exclusive~~ The forum selection provision ~~would not~~ is intended to apply to ~~suits brought solely to enforce any liability or duty created~~ the fullest extent permitted by applicable law to the above-specified types of actions and proceedings, including, to the extent permitted by the ~~Securities Act or~~ federal securities laws, to lawsuits asserting both the claims subject to the forum selection provision and federal securities law claims. However, application of the forum selection provision may in some instances be limited by applicable law. For example, the forum selection provision will not apply to actions arising under the Exchange Act or ~~any other claim for which the federal courts have exclusive jurisdiction. In particular, Section 27 of~~ the Exchange Act’s rules and regulations because 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~~ such actions. It could apply, however, to a lawsuit asserting both claims subject to the forum selection provision and claims under the Securities Act, because the Securities Act creates concurrent jurisdiction for federal and state courts over suits brought to enforce ~~any duty or liability created by~~ the Securities Act or its rules and regulations. There is uncertainty as to whether a court would enforce this provision with respect to claims under the Securities Act or , and our stockholders cannot waive compliance with the federal securities laws or its the rules and regulations.

Securities and Exchange Commission

July 6, 2020

Page 4

* * * *

Securities and Exchange Commission

July 6, 2020

Page 5

If we can be of any assistance in explaining these responses or the related changes to Amendment No. 1 to the Registration Statement, please contact me at (713) 758-2350 or by email (mtelle@velaw.com).

	Very truly yours,

	/s/ Michael S. Telle
	Michael S. Telle

cc:

Michael J. Killelea
(Goodrich Petroleum Corporation)