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): April 8, 2016

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

Not Applicable

(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 5.07 Submission of Matters to a Vote of Security Holders

On April 8, 2016, Goodrich Petroleum Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”). The Special Meeting was originally scheduled for March 14, 2016 but had twice been adjourned to March 31, 2016 and again to April 8, 2016 due to a lack of quorum at the March 14^th and March 31^st meetings. A quorum was not reached at the April 8, 2016 meeting either, with 29,740,123 shares of the Company’s common stock, par value $0.20 per share (the “Common Stock”) present in person or by proxy at the meeting, representing only 38.75% of the issued and outstanding shares of the Company’s Common Stock as of the February 5, 2016 record date. The meeting was not further adjourned.

Item 8.01 Other Events

On April 11, 2016, the Company issued a press release announcing the final results of its previously commenced offers to exchange any and all of the shares of the Company’s outstanding 5.375% Series B Cumulative Convertible Preferred Stock, any and all of the depositary shares representing the Company’s outstanding 10.00% Series C Cumulative Preferred Stock, any and all of the depositary shares representing the Company’s outstanding 9.75% Series D Cumulative Preferred Stock and any and all of the depositary shares representing the Company’s outstanding 10.00% Series E Cumulative Convertible Preferred Stock for newly issued shares of Common Stock and its previously commenced offers to exchange any and all of the Company’s outstanding 8.875% Senior Notes due 2019, 3.25% Convertible Senior Notes due 2026, 5.00% Convertible Senior Notes due 2029, 5.00% Convertible Senior Notes due 2032 and 5.00% Convertible Exchange Senior Notes due 2032 for newly issued shares of Common Stock. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press Release issued April 11, 2016.

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: April 11, 2016	By:	/s/ Michael J. Killelea
		Michael J. Killelea
		Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued April 11, 2016.

EX-99.1

Exhibit 99.1

NEWS from

801 Louisiana, Suite 700

Houston, Texas 77002

Phone (713) 780-9494

Fax (713) 780-9254

Contact:
Robert C. Turnham, President	Traded: OTC Markets (GDPM)
Robert T. Barker, Interim-CFO

FOR IMMEDIATE RELEASE

GOODRICH PETROLEUM ANNOUNCES FINAL RESULTS OF TENDER OFFERS AND SPECIAL MEETING OF STOCKHOLDERS

HOUSTON, April 11, 2016 /PRNewswire/ — Goodrich Petroleum Corporation (OTC Markets: GDPM) (the “Company”) today announced final results of its previously announced offers to exchange newly issued shares of common stock, par value $0.20 per share (the “Common Stock”), for any and all of its Existing Unsecured Notes (as defined below) (the “Unsecured Notes Exchange Offers”) and for any and all shares of its Existing Preferred Stock (as defined below) (the “Preferred Exchange Offers,” and together with the Unsecured Notes Exchange Offers, the “Exchange Offers”). The Exchange Offers expired at 5:00, New York City time, on April 8, 2016 (the “Expiration Date”). Because the minimum tender conditions of the Exchange Offers were not met, the Company has not accepted for exchange any of the Existing Unsecured Notes or shares of Existing Preferred Stock validly tendered and not withdrawn prior to the Expiration Date. Also, a quorum was not reached at the Company’s special meeting of stockholders on April 8, 2016, with 29,740,123 shares of Common Stock present in person or by proxy at the meeting, representing only 38.75% of the issued and outstanding shares of the Company’s Common Stock as of the February 5, 2016 record date. The meeting was not further adjourned.

Unsecured Notes Exchange Offer Results

American Stock and Transfer & Trust Company, LLC (the “Exchange Agent”) has advised the Company that as of 5:00 p.m., New York City time, on April 8, 2016, approximately 62% of the Existing Unsecured Notes eligible for exchange were tendered, including all convertible notes converted to Common Stock since December 31, 2015, broken out as follows:

• $80,308,000 of the 8.875% Senior Notes due 2019 (the “2019 Notes”) were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 69% of the 2019 Notes offered for exchange;

• $103,000 of the 3.25% Convertible Senior Notes due 2026 (the “2026 Notes”) were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 24% of the 2026 Notes offered for exchange;

• $2,812,000 of the 5.00% Convertible Senior Notes due 2029 (the “2029 Notes”) were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 42% of the 2029 Notes offered for exchange;

• $42,788,000 of the 5.00% Convertible Senior Notes due 2032 (the “2032 Notes”) were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 45% of the 2032 Notes offered for exchange; and

• $25,106,000 of the 5.00% Convertible Exchange Senior Notes due 2032 (the “2032 Exchange Notes” and, together with the 2019 Notes, the 2026 Notes, the 2029 Notes and the 2032 Notes, the “Existing Unsecured Notes”) were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 98% of the 2032 Exchange Notes offered for exchange.

Preferred Exchange Offer Results

The Exchange Agent, has advised the Company that as of 5:00 p.m., New York City time, on April 8, 2016, approximately 43% of shares of Existing Preferred Stock eligible for exchange were tendered, including all convertible preferred stock converted to Common Stock since December 31, 2015, broken out as follows:

• 286,075 shares of 5.375% Series B Cumulative Convertible Preferred Stock (the “Series B Preferred Stock”) were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 19% of the Series B Preferred Stock offered for exchange;

• 1,107,326 depositary shares each representing 1/1000th of a share of the Company’s 10.00% Series C Cumulative Preferred Stock (such depositary shares, the “Series C Preferred Stock”) were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 35% of the Series C Preferred Stock offered for exchange;

• 1,275,424 depositary shares each representing 1/1000th of a share of the Company’s 9.75% Series D Cumulative Preferred Stock (such depositary shares, the “Series D Preferred Stock”) were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 34% of the Series D Preferred Stock offered for exchange; and

• 2,488,652 depositary shares each representing 1/1000th of a share of the Company’s 10.00% Series E Cumulative Convertible Preferred Stock (such depositary shares, the “Series E Preferred Stock” and, together with the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, the “Existing Preferred Stock”) were validly tendered and not properly withdrawn pursuant to the tender offer, representing approximately 70% of the Series E Preferred Stock offered for exchange.

As we have previously announced, the Company has elected to exercise its right to a grace period with respect to certain interest payments due March 15, 2016 and April 1, 2016 on our 8.875% Senior Notes due 2019, 8.00% Second Lien Senior Secured Notes due 2018, 8.875% Second Lien Senior Secured Notes due 2018, 5.00% Convertible Senior Notes due 2029, 5.00% Convertible Senior Notes due 2032 and our 5.00% Convertible Exchange Senior Notes due 2032. Such grace periods permit the Company 30 days to make the interest payments before an event of default occurs under the respective indentures governing the notes.

Certain statements in this news release regarding future expectations and plans for future activities may be regarded as “forward looking statements.” Such forward-looking statements are subject to various risks, such as financial market conditions, changes in commodities prices

and costs of drilling and completion, operating hazards, drilling risks, and the inherent uncertainties in interpreting engineering data relating to underground accumulations of oil and gas, as well as other risks discussed in detail in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and other subsequent filings with the SEC. 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.

Goodrich Petroleum is an independent oil and gas exploration and production company listed on the OTC Markets.

SOURCE Goodrich Petroleum Corporation

Robert C. Turnham, Jr., President, +1-713-780-9494