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):  September 4, 2015

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:

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

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

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

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

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 4, 2015, Goodrich Petroleum Corporation (the “Company”) closed the sale (the “Disposition”) of its proved reserves and certain associated leasehold in the Eagle Ford Shale in LaSalle and Frio counties, Texas to a subsidiary of EP Energy Corporation (“EPE”) pursuant to a Purchase and Sale Agreement by and between Goodrich Petroleum Company, L.L.C., the Company’s wholly owned subsidiary, and EPE dated July 24, 2015.  The Purchase and Sale Agreement has an effective date of July 1, 2015. The total consideration paid by EPE for the properties was approximately $118 million.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

Unaudited pro forma financial information of the Company to give effect to the Disposition is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:

• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2015;

• Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2015; and

• Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2014.

(d) Exhibits.

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements of Goodrich Petroleum Corporation as of June 30, 2015 and for the six months ended June 30, 2015 and the year ended December 31, 2014.

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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
September 11, 2015	By:	/s/ Michael J. Killelea
	Name:	Michael J. Killelea
	Title:	Senior Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements of Goodrich Petroleum Corporation as of June 30, 2015 and for the six months ended June 30, 2015 and the year ended December 31, 2014.

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EX-99.1

Exhibit 99.1

The following unaudited pro forma financial information is presented to illustrate the effect of the September 4, 2015 sale of Goodrich Petroleum Corporation’s (the “Company”) Eagle Ford Shale properties (the “Disposition”) on its historical financial position and operating results. The unaudited pro forma balance sheet as of June 30, 2015 is based on the historical statements of the Company as of June 30, 2015 after giving effect to the Disposition as if it had occurred on June 30, 2015. The unaudited pro forma statements of operations for the six months ended June 30, 2015 and the fiscal year ended December 31, 2014 are based on the historical financial statements of the Company for such periods after giving effect to the Disposition as if it had occurred on January 1, 2014. The unaudited pro forma financial information should be read in conjunction with the Company’s historical consolidated financial statements and notes contained in the Company’s 2014 Annual Report on Form 10-K, filed on March 2, 2015, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 6, 2015.

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

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GOODRICH PETROLEUM CORPORATION AND SUBSIDIARY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 2015

(In Thousands)

	As Reported			Adjustments				Pro Forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	348		$	101,616		(1)	$	101,964
Fair value of oil and natural gas derivatives		21,409			—				21,409
Other current assets		19,765			(4,030	)	(2)		15,735
Total current assets		41,522			97,586				139,108
PROPERTY AND EQUIPMENT:
Total property and equipment		1,548,087			(564,566	)	(3)		983,521
Less: Accumulated depletion, depreciation and amortization		(915,269	)		504,561		(4)		(410,708	)
Net property and equipment		632,818			(60,005	)			572,813
Deferred tax assets		7,429			—				7,429
Deferred financing cost and other		14,015			(5,005	)	(3)		9,010
TOTAL ASSETS	$	695,784		$	32,576			$	728,360
LIABILITIES AND STOCKHOLDERS’ EQUITY
Total current liabilities	$	77,552		$	(5,351	)	(5)	$	72,201
Long-term debt		622,403			—				622,403
Accrued abandonment costs		6,111			(2,597	)	(6)		3,514
Fair value of oil and natural gas derivatives		153			—				153
Transportation obligation		4,047			(4,047	)	(6)		—
Other non-current liability		561			—				561
TOTAL LIABILITIES		710,827			(11,995	)			698,832
STOCKHOLDERS’ EQUITY:
Preferred stock: 10,000,000 shares $1.00 par value authorized:
Series B convertible preferred stock, issued and outstanding 2,249,893 shares		2,250			—				2,250
Series C cumulative preferred stock, issued and outstanding 4,400 shares		4			—				4
Series D cumulative preferred stock, issued and outstanding 5,200 shares		5			—				5
Common stock: $0.20 par value		11,497			—				11,497
Additional paid in capital		1,131,404			—				1,131,404
Accumulated deficit		(1,160,203	)		44,571		(7)		(1,115,632	)
Total stockholders’ equity (deficit)		(15,043	)		44,571				29,528
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	695,784		$	32,576			$	728,360
Notes:
(1) To adjust cash for the estimated receipt of net proceeds from the sale of oil and natural gas properties.
(2) To eliminate accrued revenue receivable, joint interest receivables and inventory.
(3) To eliminate historical costs and deferred transportation costs associated with assets sold.
(4) To eliminate accumulated depletion, depreciation and amortization of assets sold.
(5) To eliminate accrued operating expenses, capital cash calls and revenue suspense related to assets sold.
(6) To eliminate non-current portion of asset retirement obligation and transportation obligation related to assets sold.
(7) Includes approximately $44.6 million gain from the sale of our oil and natural gas properties.

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GOODRICH PETROLEUM CORPORATION AND SUBSIDIARY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2015

(In Thousands, Except Per Share Amounts)

	As Reported			Adjustments				Pro Forma
TOTAL REVENUES	$	50,131		$	(18,275	)	(1)	$	31,856
OPERATING EXPENSES:
Lease operating expense		9,080			(3,716	)	(1)		5,364
Production and other taxes		2,787			(853	)	(1)		1,934
Transportation and processing		2,855			(1,965	)	(1)		890
Depreciation, depletion and amortization		39,233			(4,386	)	(2)		34,847
Exploration		10,120			(921	)	(1)		9,199
General and administrative		14,210			671		(3)		14,881
Gain on sale of assets		(3,761	)		—				(3,761	)
Other		(45	)		—				(45	)
		74,479			(11,170	)			63,309
Operating loss		(24,348	)		(7,105	)			(31,453	)
OTHER INCOME (EXPENSE):
Interest expense		(26,864	)		—				(26,864	)
Loss on derivatives not designated as hedges		(1,544	)		—				(1,544	)
		(28,408	)		—				(28,408	)
Loss before income taxes		(52,756	)		(7,105	)			(59,861	)
Income tax benefit		—			—				—
Net loss		(52,756	)		(7,105	)			(59,861	)
Preferred stock dividends		14,861			—				14,861
Net loss applicable to common stock	$	(67,617	)	$	(7,105	)		$	(74,722	)
PER COMMON SHARE
Net loss applicable to common stock - basic	$	(1.27	)					$	(1.40	)
Net loss applicable to common stock - diluted	$	(1.27	)					$	(1.40	)
Weighted average common shares outstanding - basic		53,218							53,218
Weighted average common shares outstanding - diluted		53,218							53,218
Notes:
(1) To eliminate the revenues and direct operating expenses for assets sold.
(2) To adjust historical depletion expense on oil and natural gas properties as if the sale of assets had occurred on January 1, 2014.
(3) To eliminate general and administrative production overhead credits.

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GOODRICH PETROLEUM CORPORATION AND SUBSIDIARY

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For Year Ended December 31, 2014

(In Thousands, Except Per Share Amounts)

	As Reported			Adjustments				Pro Forma
TOTAL REVENUES	$	208,553		$	(90,397	)	(1)	$	118,156
OPERATING EXPENSES:
Lease operating expense		29,525			(11,146	)	(1)		18,379
Production and other taxes		9,905			(6,408	)	(1)		3,497
Transportation and processing		9,070			(4,437	)	(1)		4,633
Depreciation, depletion and amortization		135,716			(53,794	)	(2)		81,922
Exploration		6,206			(1,226	)	(1)		4,980
Impairment		331,931			(244,847	)	(3)		87,084
General and administrative		33,728			1,466		(4)		35,194
Gain on sale of assets		3,499			—				3,499
Other		3,793			—				3,793
		563,373			(320,392	)			242,981
Operating loss		(354,820	)		229,995				(124,825	)
OTHER INCOME (EXPENSE):
Interest expense		(47,829	)		—				(47,829	)
Interest income and other		90			—				90
Gain on derivatives not designated as hedges		49,423			—				49,423
		1,684			—				1,684
Loss before income taxes		(353,136	)		229,995				(123,141	)
Income tax benefit		—			—				—
Net loss		(353,136	)		229,995				(123,141	)
Preferred stock dividends		29,722			—				29,722
Net loss applicable to common stock	$	(382,858	)	$	229,995			$	(152,863	)
PER COMMON SHARE
Net loss applicable to common stock - basic	$	(8.62	)					$	(3.44	)
Net loss applicable to common stock - diluted	$	(8.62	)					$	(3.44	)
Weighted average common shares outstanding - basic		44,402							44,402
Weighted average common shares outstanding - diluted		44,402							44,402
Notes:
(1) To eliminate the revenues and direct operating expenses for assets sold.
(2) To adjust historical depletion expense on oil and natural gas properties as if the sale of assets had occurred on January 1, 2014.
(3) To eliminate impairment expense for assets sold.
(4) To eliminate general and administrative production overhead credits.

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