EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments (the “Post-Effective Amendments”) filed by Goodrich Petroleum Corporation, a Delaware corporation (the “Registrant”), deregisters all shares of the Registrant’s common stock (the “Shares”) remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”).
· Registration Statement on Form S-8 (No. 333-221429) pertaining to the registration of 2,500,000 Shares, issuable under the Goodrich Petroleum Corporation 2016 Long-Term Incentive Plan, as amended from time to time (previously known as the Goodrich Petroleum Corporation Management Incentive Plan).
· Registration Statement on Form S-8 (No. 333-214080) pertaining to the registration of 1,100,000 Shares, issuable under the Goodrich Petroleum Corporation 2016 Long-Term Incentive Plan, as amended from time to time (previously known as the Goodrich Petroleum Corporation Management Incentive Plan).
· Registration Statement on Form S-8 (No. 333-138156) pertaining to the registration of 2,000,000 Shares, issuable under the Goodrich Petroleum Corporation 2006 Long-Term Incentive Plan.
· Registration Statement on Form S-8 (No. 333-120427) pertaining to the registration of 2,000,000 Shares, issuable under the Goodrich Petroleum Corporation 1995 Stock Option Plan.
· Registration Statement on Form S-8 (No. 333-120425) pertaining to the registration of 300,000 Shares, issuable under the Goodrich Petroleum Corporation Nonemployee Directors Stock Compensation Plan.
· Registration Statement on Form S-8 (No. 333-01077) pertaining to the registration of 7,970,602 Shares, issuable under the Goodrich Petroleum Corporation 1995 Stock Option Plan, Goodrich Petroleum Corporation 1995 Nonemployee Director Stock Option Plan, written stock option agreements to certain former employees of consultants of Patrick Petroleum Company, Patrick Petroleum Company 1993 Stock Option Plan and Patrick Petroleum Company Directors Stock Option Plan.
Pursuant to the Agreement and Plan of Merger, dated as of November 21, 2021 (the “Merger Agreement”), by and among the Registrant, Paloma Partners VI Holdings, LLC, a Delaware limited liability company (“Parent”), and Paloma VI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), the Registrant merged with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Parent (such transaction, the “Merger”). The Merger became effective on December 23, 2021, upon the filing of the certificate of merger with the Secretary of State of the State of Delaware.
As a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements and, in accordance with undertakings made by the Registrant in the Registration Statements to remove from registration by means of post-effective amendments any of the securities being registered which remain unsold at the termination of the offering, hereby removes and withdraws from registration all securities registered pursuant to the Registration Statements that remain unissued as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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