Current Report Filing (8-k)
February 23 2021 - 4:50PM
Edgar (US Regulatory)
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0001528129
2021-02-23
2021-02-23
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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): February
23, 2021
LAREDO PETROLEUM, INC.
(Exact name of registrant as specified in
charter)
Delaware
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001-35380
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45-3007926
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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15 W. Sixth Street, Suite 900, Tulsa, Oklahoma
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74119
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (918) 513-4570
Not Applicable
(Former name or former address, if changed
since last report)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common stock, $0.01 par value
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LPI
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New York Stock Exchange
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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:
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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)
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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))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Equity Distribution Agreement
On February 23, 2021, Laredo Petroleum, Inc. (the
“Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Wells
Fargo Securities, LLC acting as sales agent and/or principal (the “Sales Agent”), pursuant to which the Company may
offer and sell, from time to time through the Sales Agent, shares of its common stock, par value $0.01 per share (the “common
stock”), having an aggregate gross sales price of up to $75.0 million (the “ATM Offering”).
Pursuant to the Equity Distribution Agreement, shares of common
stock may be offered and sold in privately negotiated transactions or transactions that are deemed to be “at-the-market”
offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including
by ordinary brokers’ transactions through the facilities of the New York Stock Exchange, to or through a market maker or
as otherwise agreed with the Sales Agent.
Under the terms of the Equity Distribution Agreement, the Company
may also sell common stock from time to time to the Sales Agent as principal for its own account at a price to be agreed upon at
the time of sale. Any sale of common stock to the Sales Agent as principal would be pursuant to the terms of a separate terms agreement
between the Company and the Sales Agent, which would be described in a separate prospectus supplement or pricing supplement.
Upon its acceptance of written instructions from the Company,
the Sales Agent will use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable
laws and regulations, to sell common stock under the terms and subject to the conditions set forth in the Equity Distribution Agreement.
The Company will pay the Sales Agent a commission of 2.5% of the gross proceeds from the sale of common stock sold through it as
sales agent for the Company (as agent for the Company, but not as principal) under the Equity Distribution Agreement and will reimburse
the Sales Agent for certain expenses if two-thirds of the size of the ATM Offering is not fully utilized within twelve months from
the date hereof. The Company has no obligation to sell any shares under the Equity Distribution Agreement, and may at any time
suspend offers under the Equity Distribution Agreement or terminate the Equity Distribution Agreement, subject to the terms thereof.
The Equity Distribution Agreement contains customary representations,
warranties and agreements of the Company and customary conditions to closing, obligations of the parties and termination provisions.
The Company has agreed to indemnify the Sales Agent against certain liabilities, including liabilities under the Securities Act,
or to contribute to payments the Sales Agent may be required to make because of any of those liabilities.
The common stock to be sold in the ATM Offering is registered
under the Securities Act pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-230427),
which became effective upon its filing with the Securities and Exchange Commission (“SEC”) on March 21, 2019,
including the prospectus contained therein, as supplemented by a prospectus supplement, dated February 23, 2021, filed with
the SEC pursuant to Rule 424(b) under the Securities Act.
The foregoing description of the Equity Distribution Agreement
is not complete and is qualified in its entirety by reference to the full text of the Equity Distribution Agreement, a copy of
which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.
A legal opinion related to the validity of the issuance and sale of shares of common stock pursuant to the Equity Distribution
Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The Sales Agent and affiliates of the Sales Agent have from
time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services
for the Company and for its affiliates in the ordinary course of business for which they have received and would receive customary
compensation. An affiliate of the Sales Agent is a lender under the Company’s senior secured credit facility and may receive
a portion of the net proceeds from any shares of common stock sold in the ATM Offering to the extent such proceeds are used to
repay amounts borrowed under the senior secured credit facility.
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Item 7.01.
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Regulation FD Disclosure.
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On February 23, 2021, the Company announced that it had
commenced the ATM Offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K,
the information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is deemed to be
“furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such
information and Exhibits be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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LAREDO PETROLEUM, INC.
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Date: February 23, 2021
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By:
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/s/ Bryan J. Lemmerman
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Bryan J. Lemmerman
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Senior Vice President and Chief Financial Officer
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