Form 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