Goodrich Petroleum Corporation
801 Louisiana St., Suite 700
Houston, Texas 77002
(713)780-9494
April 4, 2017
Via EDGAR
H. Roger Schwall
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549
Re: | Request for Acceleration of Effectiveness of Registration Statement on FormS-1 (RegistrationNo. 333-216015) of Goodrich Petroleum Corporation |
Dear Mr. Schwall:
On behalf of Goodrich Petroleum Corporation (the “Company”) and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 4:00 p.m., Washington, D.C. time, on April 6, 2017, or as soon thereafter as practicable. As requested by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), the Company hereby acknowledges that:
• | should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Thank you for your assistance with this matter. If you need any additional information, please contact Michael S. Telle of Vinson & Elkins L.L.P. at (713)758-2350.
Securities and Exchange Commission
April 4, 2017
Page 2
Very truly yours, | ||
GOODRICH PETROLEUM CORPORATION | ||
By: | /s/ Michael J. Killelea | |
Name: | Michael J. Killelea | |
Title: | Executive Vice President, General Counsel and Corporate Secretary |