8-K

UNITED STATES

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

Date of Report (Date of earliest event reported): March 7, 2013

GOODRICH PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-12719	76-0466193
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

801 Louisiana, Suite 700 Houston, Texas	77002
(Address of Principal Executive Offices)	(Zip Code)

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

N/A

(Former Name or former address if changed since last report.)

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 8.01. Other Events.

On September 28, 2012, Goodrich Petroleum Corporation (the “Company”) closed the sale (the “Disposition”) of certain non-core properties in East Texas to Memorial Resource Development, L.L.C. (“MRD”) pursuant to the Purchase Agreement (the “Agreement”) by and between Goodrich Petroleum Company, L.L.C., the Company’s wholly-owned subsidiary, and MRD dated September 18, 2012. The total consideration paid by MRD for the assets was $95 million.

This Current Report on Form 8-K includes pro forma financial statements reflecting the Disposition for the year ended December 31, 2012. These pro forma financial statements supplement the Company’s previously-filed financial statements relating to the Disposition, and they are being filed to satisfy the requirements of Rule 11-01 of Regulation S-X.

Item 9.01. Financial Statements and Other Exhibits.

(b) Pro Forma Financial Information

An Unaudited Pro Forma Condensed Consolidated Statement of Operations of the Company, giving effect to the Disposition, for the year ended December 31, 2012 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference

(d) Exhibits

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2012.

2

SIGNATURES

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

	GOODRICH PETROLEUM CORPORATION
Date: March 7, 2013	By:	/s/ Michael J. Killelea
		Michael J. Killelea
		Senior Vice President, General Counsel and Corporate Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2012.

4

EX-99.1

Exhibit 99.1

GOODRICH PETROLEUM CORPORATION

Introduction to the Unaudited Pro Forma Condensed Consolidated Statement of Operations

The following unaudited pro forma financial information is presented to illustrate the effect of Goodrich Petroleum Corporation’s (the “Company”) September 28, 2012 sale of non-core properties in the East Texas operating area on its historical operating results. The unaudited pro forma statement of operations for the year ended December 31, 2012 is based on the historical financial statements of the Company for such period after giving effect to the transaction as if it had occurred on January 1, 2012. The unaudited pro forma financial information should be read in conjunction with the Company’s historical consolidated financial statements and notes thereto contained in the Company’s 2012 Annual Report on Form 10-K, filed on February 22, 2013.

The preparation of the unaudited pro forma consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. These principles require the use of estimates that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from those estimates.

The unaudited pro forma consolidated financial information is provided for illustrative purposes only and does not purport to represent what the actual results of operations of the Company would have been had the transactions occurred on the date assumed, nor is it necessarily indicative of the Company’s future operating results. However, the pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that the Company’s management believes to be reasonable.

GOODRICH PETROLEUM CORPORATION AND SUBSIDIAY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended December 31, 2012

(In Thousands, Except Per Share Amounts)

	As Reported			Adjustments			As Adjusted
TOTAL REVENUES	$	180,845		$	(21,030	)(1)	$	159,815
OPERATING EXPENSES:
Lease operating expense		25,938			(2,082	)(1)		23,856
Production and other taxes		8,115			(316	)(1)		7,799
Transportation		13,900			(2,540	)(1)		11,360
Depreciation, depletion and amortization		141,222			(6,083	)(2)		135,139
Exploration		23,122			(1	)(1)		23,121
Impairment of oil and gas properties		47,818			—			47,818
General and administrative		28,930			—			28,930
Gain on sale of assets		(44,606	)		44,015	(3)		(591	)
Other		91			—			91
		244,530			32,993			277,523
Operating loss		(63,685	)		(54,023	)		(117,708	)
OTHER INCOME (EXPENSE):
Interest expense		(52,403	)		—			(52,403	)
Interest income		4			—			4
Gain on derivatives not designated as hedges		31,882			—			31,882
		(20,517	)		—			(20,517	)
Loss before income taxes		(84,202	)		(54,023	)		(138,225	)
Income tax benefit		—			18,908	(4)		18,908
Net Loss		(84,202	)		(35,115	)		(119,317	)
Preferred stock dividends		6,047			—			6,047
Loss applicable to common stock	$	(90,249	)	$	(35,115	)	$	(125,364	)
PER COMMON SHARE
Net loss applicable to common stock—basic	$	(2.48	)				$	(3.45	)
Net loss applicable to common stock—diluted	$	(2.48	)				$	(3.45	)
Weighted average shares—basic		36,390						36,390
Weighted average shares—diluted		36,390						36,390

Notes:

(1) To eliminate the revenues and direct operating expense for assets sold.

(2) To adjust historical depletion expense on oil and gas properties as if the sale of assets had occurred on January 1, 2012.

(3) To eliminate the gain on South Henderson assets sold.

(4) To adjust income tax effect at the federal statuatory rate of 35%.