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): March 18, 2022
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)
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, $0.01 par value | | LPI | | New York Stock Exchange |
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))
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. ¨
As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2021 (the “Sabalo Announcement 8-K”), Laredo Petroleum, Inc. (the “Company”) entered into agreements with respect to the Sabalo/Shad Acquisition and the Working Interest Sale, as those terms are defined and described in the Sabalo Announcement 8-K. On July 1, 2021, the Company consummated the Sabalo/Shad Acquisition and the Working Interest Sale.
Additionally, as previously disclosed in its Current Report on Form 8-K filed with the SEC on September 20, 2021 (the “Pioneer Announcement 8-K”), the Company entered into the Pioneer PSA with respect to the Pioneer Acquisition, as those terms are defined and described in the Pioneer Announcement 8-K. On October 18, 2021, the Company consummated the Pioneer Acquisition.
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. |
(b) Pro forma financial information.
The unaudited pro forma condensed combined statement of operations of the Company for the year ended December 31, 2021, and the related notes thereto, is filed as Exhibit 99.1 hereto and incorporated by reference herein.
(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.
| | | LAREDO PETROLEUM, INC. |
| | |
| | |
| Date: March 18, 2022 | By: | /s/ Bryan J. Lemmerman |
| | | Bryan J. Lemmerman |
| | | Senior Vice President and Chief Financial Officer |
