Goodrich Petroleum Announces Private Exchange Transactions For Convertible Senior Notes

  Goodrich Petroleum Announces Private Exchange Transactions For Convertible
                                 Senior Notes

PR Newswire

HOUSTON, Aug. 21, 2013

HOUSTON, Aug. 21, 2013 /PRNewswire/ --Goodrich Petroleum Corporation (NYSE:
GDP) (the "Company") today announced that it has entered into separate,
privately negotiated exchange agreements under which it will retire $109.25
million in aggregate principal amount of its outstanding 5.0% Convertible
Senior Notes due 2029 (the "2029 Notes") in exchange for its issuance of a new
series of 5.0% Convertible Senior Notes due 2032 (the "2032 Notes") in an
aggregate original principal amount of $109.25 million. The 2032 Notes will
mature on October 1, 2032. Following these transactions, $109.25 million in
aggregate principal amount of the 2029 Notes will remain outstanding with
terms unchanged. The exchange is expected to close on August 26, 2013,
subject to customary closing conditions.

Many terms of the 2032 Notes will remain the same as the 2029 Notes they
replace, including the 5.0% annual cash interest rate and the conversion rate
of 28.8534 shares of the Company's common stock per $1,000 principal amount of
notes (equivalent to an initial conversion price of approximately $34.6580 per
share of common stock), subject to adjustment in certain circumstances.

Unlike the 2029 Notes, the principal amount of the 2032 Notes will accrete at
a rate of 2% per year commencing August 26, 2013, compounding on a semi-annual
basis, until October 1, 2017. The accreted portion of the principal is payable
in cash upon maturity but does not bear cash interest and is not convertible
into the Company's common stock. Holders have the option to require the
Company to purchase any outstanding 2032 Notes on each of October 1, 2017,
October 1, 2022 and October 1, 2027, at a price equal to 100% of the principal
amount plus the accretion thereon. Accretion of principal will be reflected as
a non-cash component of interest expense on the Company's statement of income
during the term of the 2032 Notes.

The Company has the right to redeem the 2032 Notes on or after October 1, 2016
at a price equal to 100% of the principal amount, plus accrued but unpaid
interest and accretion thereon. The 2032 Notes also provide the Company with
the option, at its election, to convert the new notes in whole or in part,
prior to maturity, into the underlying common stock, provided the trading
price of the Company's common stock exceeds $45.06 (or 130% of the then
applicable conversion price) for the required measurement period. If the
Company elects to convert the 2032 Notes on or before October 1, 2016, holders
will receive a make-whole premium.

This announcement is neither an offer to sell nor a solicitation of an offer
to buy any of these securities and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale is
unlawful. The 2032 Notes and the shares of the Company's common stock issuable
upon conversion of the 2032 Notes will not be registered under the Securities
Act of 1933, as amended (the "Securities Act"), or the securities laws of any
other jurisdiction, and may not be offered or sold in the United States absent
registration under the Securities Act or an applicable exemption from
registration requirements.

Certain statements in this news release regarding future expectations and
plans for future activities may be regarded as "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. They 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, 2012 and other subsequent filings with the Securities and Exchange
Commission. 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. Except as required by law, the
Company expressly disclaims any intention or obligation to revise or update
any forward-looking statements whether as a result of new information, future
events or otherwise.

Goodrich Petroleum is an independent oil and gas exploration and production
company listed on the New York Stock Exchange.

SOURCE Goodrich Petroleum Corporation

Website: http://www.goodrichpetroleum.com
Contact: Robert C. Turnham, Jr., President, or Jan L. Schott, Chief Financial
Officer, +1-713-780-9494