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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):June 1, 2021

 

LAREDO PETROLEUM, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-35380   45-3007926
(State or Other Jurisdiction of Incorporation or
Organization)
  (Commission File Number)   (I.R.S. Employer Identification No.)

 

15 W. Sixth Street, Suite 900, Tulsa, Oklahoma   74119
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (918) 513-4570

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

¨ 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)

 

¨ 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value   LPI   New York Stock Exchange

 

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. ¨

 

 

 

 

 

Item 8.01. Other Events.

 

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 11, 2021 (the “Prior 8-K”), on May 7, 2021, Laredo Petroleum, Inc. (the “Company”), entered into agreements with respect to the Sabalo/Shad Acquisition and the Working Interest Sale, as defined and described in the Prior 8-K. The Company expects the Sabalo/Shad Acquisition to close on or about July 1, 2021, subject to customary closing conditions, and the Working Interest Sale to close on or about the same time as the closing of the Sabalo/Shad Acquisition, subject to closing of the Sabalo/Shad Acquisition and other customary closing conditions.

 

The Company is filing this Current Report on Form 8-K to disclose the financial statements and information set forth in Item 9.01 hereto.

 

Item 9.01. Financial Statements and Exhibits.

 

(a)       Financial statements of business to be acquired.

 

The audited annual combined financial statements of Sabalo Energy, LLC and Sabalo Operating, LLC (collectively, “Sabalo”), which comprise the balance sheets as of December 31, 2020 and 2019, the related statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the combined financial statements, are filed as Exhibit 99.1 hereto and incorporated by reference herein.

 

The unaudited quarterly combined financial statements of Sabalo, which comprise the balance sheet as of March 31, 2021, the related statements of operations, members’ equity, and cash flows for the three-month periods ended March 31, 2021 and 2020, and the related notes to the combined financial statements, are filed as Exhibit 99.2 hereto and incorporated by reference herein.

 

The audited annual financial statements of Shad Permian, LLC (“Shad”), which comprise the balance sheets as of December 31, 2020 and 2019, the related statements of operations, members’ equity, and cash flows for the years then ended, and the related notes to the financial statements, are filed as Exhibit 99.3 hereto and incorporated by reference herein.

 

The unaudited quarterly financial statements of Shad, which comprise the balance sheet as of March 31, 2021, the related statements of income, members’ equity, and cash flows for the three-month periods ended March 31, 2021 and 2020, and the related notes to the financial statements, are filed as Exhibit 99.4 hereto and incorporated by reference herein.

 

(b)       Pro forma financial information.

 

The unaudited pro forma condensed combined financial information of the Company, which comprise the balance sheet as of March 31, 2021, the related statements of operations for the year ended December 31, 2020 and three-month period ended March 31, 2021, and the related notes to the pro forma condensed combined financial information, is filed as Exhibit 99.5 hereto and incorporated by reference herein.

 

(d)       Exhibits.

 

Exhibit No.   Description
23.1   Consent of Tranbarger FHK, PLLC with respect to Sabalo audited combined financial statements.
23.2   Consent of Tranbarger FHK, PLLC with respect to Shad audited financial statements.
23.3   Consent of W.D. Von Gonten & Co.
99.1   Audited combined financial statements of Sabalo as of December 31, 2020 and 2019 and for the years ended.
99.2   Unaudited combined financial statements of Sabalo as of March 31, 2021 and for the three-month periods ended March 31, 2021 and March 31, 2020.
99.3   Audited financial statements of Shad as of December 31, 2020 and 2019 and for the years ended.
99.4   Unaudited financial statements of Shad as of March 31, 2021 and for the three-month periods ended March 31, 2021 and March 31, 2020.
99.5   Unaudited pro forma condensed combined financial information of the Company as of March 31, 2021 and for the year ended December 31, 2020 and three-month period ended March 31, 2021.
99.6   Reserves report of W.D. Von Gonten & Co. with respect to Sabalo reserves as of December 31, 2020.
99.7   Reserves report of W.D. Von Gonten & Co. with respect to Shad reserves as of December 31, 2020.
104   Cover Page Interactive Data File (formatted as Inline XBRL).

 

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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.

 

    LAREDO PETROLEUM, INC.
   
Date: June 1, 2021 By: /s/ Bryan J. Lemmerman
    Bryan J. Lemmerman
    Senior Vice President and Chief Financial Officer

 

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