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Item 1.01.
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Entry into a Material Definitive Agreement.
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Supplemental Indentures with respect to the Existing Notes
On January 17, 2020, Laredo Petroleum, Inc.
(the “Company”) announced the early tender results of its previously announced tender offers (the “Tender Offers”)
to purchase (i) any or all of the outstanding $450.0 million aggregate principal amount of its 5 5/8% senior unsecured notes
due 2022 (the “2022 Notes”) and (ii) any or all of the outstanding $350.0 million aggregate principal amount of its
6 1/4% senior unsecured notes due 2023 (the “2023 Notes” and, together with the 2022 Notes, the “Existing
Notes”). The early tender and withdrawal deadline for the Tender Offers occurred at 5:00 p.m., New York City time, on January
17, 2020 (the “Early Deadline”). As of the Early Deadline, the Company received sufficient consents, which consents
are no longer subject to withdrawal, from holders of the 2022 Notes and holders of the 2023 Notes to effect the proposed amendments
to the indenture governing the 2022 Notes and the indenture governing the 2023 Notes, respectively, to (x) eliminate substantially
all of the restrictive covenants and certain events of default and related provisions contained in such indentures and (y) reduce
from 30 days to 3 business days the advance notice period for optional redemptions contained in such indentures (collectively,
the “Proposed Amendments”).
On January 22, 2020, the Company entered
into (i) a second supplemental indenture with respect to the 2022 Notes (the “2022 Second Supplemental Indenture”),
among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”),
supplementing that certain indenture, dated as of January 23, 2014, as supplemented by that certain first supplemental indenture,
dated December 3, 2014 (as so previously supplemented, the “2022 Indenture”), among the Company, the guarantors party
thereto and the Trustee, the provisions of which second supplemental indenture will become operative upon the purchase by the Company,
pursuant to the Tender Offers, of a majority in principal amount of the outstanding 2022 Notes and, at such point, will effect
the Proposed Amendments to the 2022 Indenture and (ii) a second supplemental indenture with respect to the 2023 Notes (the “2023
Second Supplemental Indenture”), among the Company, the guarantors party thereto and the Trustee, supplementing that certain
indenture, dated as of March 18, 2015 (the “Base Indenture”), as supplemented by that certain first supplemental indenture,
dated March 18, 2015 (as so previously supplemented, the “2023 Indenture”), among the Company, the guarantors party
thereto and the Trustee, the provisions of which second supplemental indenture will become operative upon the purchase by the Company,
pursuant to the Tender Offers, of a majority in principal amount of the outstanding 2023 Notes and, at such point, will effect
the Proposed Amendments to the 2023 Indenture.
This Current Report is not an offer to purchase,
a solicitation of an offer to purchase or a solicitation of consents with respect to any series of the Existing Notes. The Tender
Offers have been made solely pursuant to the applicable Offers to Purchase and Consent Solicitation and the related Consents and
Letters of Transmittal.
The foregoing descriptions of the 2022 Second
Supplemental Indenture and the 2023 Second Supplemental Indenture are summaries only and are qualified in their entirety by reference
to the complete text of the 2022 Second Supplemental Indenture and the 2023 Second Supplemental Indenture, as applicable, copies
of which are attached hereto as Exhibits 4.2 and 4.3, respectively, and incorporated into this Item 1.01 by reference.
Supplemental Indentures with respect to the New Notes
On January 24, 2020, in connection with
the completion of the previously announced underwritten public offering and sale (the “Offering”) by the Company of
$600.0 million in aggregate principal amount of the Company’s 9.500% senior notes due 2025 (the “2025 Notes”)
and $400.0 million in aggregate principal amount of the Company’s 10.125% senior notes due 2028 (the “2028 Notes”
and, together with the 2025 Notes, the “New Notes”), the Company entered into (i) a third supplemental indenture with
respect to the 2025 Notes, dated as of January 24, 2020 (the “Third Supplemental Indenture”), among the Company, the
guarantors party thereto and the Trustee, supplementing the Base Indenture (the Base Indenture, as supplemented by the Third Supplemental
Indenture, the “2025 Indenture”) and (ii) a fourth supplemental indenture with respect to the 2028 Notes, dated as
of January 24, 2020 (the “Fourth Supplemental Indenture”), among the Company, the guarantors party thereto and the
Trustee, supplementing the Base Indenture (the Base Indenture, as supplemented by the Fourth Supplemental Indenture, the “2028
Indenture”).
The Company received net proceeds of approximately
$982.0 million from the Offering, after deducting underwriting discounts and commissions and estimated offering expenses. The
Company will use the net proceeds from the Offering (i) to fund the Tender Offers for any or all of its Existing Notes, (ii) to
fund the redemption of all outstanding Existing Notes that remain outstanding after completion or termination of the Tender Offers
and (iii) for general corporate purposes, including repaying a portion of the borrowings outstanding under the Company’s
senior secured credit facility. Pending the potential use of the net proceeds from the Offering as described in items (i) and
(ii) above, the Company may invest the net proceeds in short-term, liquid investments, at its discretion. Effective upon the closing
of the Offering, the borrowing base under the Company’s senior secured credit facility was automatically reduced to approximately
$950 million, subject to covenant compliance.
The 2025 Notes will mature on January 15,
2025 with interest accruing at a rate of 9.500% per annum and payable semi-annually in cash in arrears on January 15 and July 15
of each year, commencing July 15, 2020. The Company may redeem, at its option, all or part of the 2025 Notes at any time on or
after January 15, 2022, at the applicable redemption price plus accrued and unpaid interest to, but not including, the date of
redemption. Further, before January 15, 2022, the Company may on one or more occasions redeem up to 35% of the aggregate principal
amount of the 2025 Notes in an amount not exceeding the net proceeds from one or more private or public equity offerings at a redemption
price of 109.500% of the principal amount of the 2025 Notes, plus accrued and unpaid interest to the date of redemption, if at
least 65% of the aggregate principal amount of the 2025 Notes remains outstanding immediately after such redemption and the redemption
occurs within 180 days of the closing date of each such equity offering.
The 2028 Notes will mature on January 15,
2028 with interest accruing at a rate of 10.125% per annum and payable semi-annually in cash in arrears on January 15 and July
15 of each year, commencing July 15, 2020. The Company may redeem, at its option, all or part of the 2028 Notes at any time on
or after January 15, 2023, at the applicable redemption price plus accrued and unpaid interest to, but not including, the date
of redemption. Further, before January 15, 2023, the Company may on one or more occasions redeem up to 35% of the aggregate principal
amount of the 2028 Notes in an amount not exceeding the net proceeds from one or more private or public equity offerings at a redemption
price of 110.125% of the principal amount of the 2028 Notes, plus accrued and unpaid interest to the date of redemption, if at
least 65% of the aggregate principal amount of the 2028 Notes remains outstanding immediately after such redemption and the redemption
occurs within 180 days of the closing date of each such equity offering.
The New Notes are guaranteed on a senior
unsecured basis by Laredo Midstream Services, LLC, Garden City Minerals, LLC and certain of the Company’s future restricted
subsidiaries. The Offering was made pursuant to a prospectus supplement dated January 10, 2020 and the base prospectus dated March
21, 2019, relating to the Company’s effective shelf registration statement on Form S-3 (File No. 333-230427).
The foregoing descriptions of the 2025 Indenture
and the 2028 Indenture are summaries only and are qualified in their entirety by reference to the complete text of the Base Indenture,
the Third Supplemental Indenture and the Fourth Supplemental Indenture, as applicable, copies of which are attached hereto as Exhibits
4.1, 4.4 and 4.6, respectively, and incorporated into this Item 1.01 by reference.