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): August 16, 2022
LAREDO PETROLEUM, INC.
(Exact name of registrant as specified in charter)
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| Delaware | 001-35380 | 45-3007926 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 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:
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| 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:
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | 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)) |
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| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| 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). |
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| | Emerging Growth Company | ☐ |
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| 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 1.01. Entry into a Material Definitive Agreement.
On August 16, 2022, Laredo Petroleum, Inc. (the “Company”) entered into a purchase and sale agreement (the “Sale Agreement”) with Northern Oil and Gas, Inc. (“NOG”), pursuant to which the Company agreed to sell to NOG a portion of the Company’s working interests in certain specified non-operated oil and gas properties for an aggregate purchase price of $110 million, subject to certain customary adjustments (the “Working Interest Sale”).
The Sale Agreement contains representations and warranties, covenants, termination rights and indemnification provisions that are typical for a transaction of this size and nature and that provide the parties thereto with specified rights and obligations and allocate risk among them. The Company expects the Working Interest Sale to close in October 2022 with an effective date of August 1, 2022. There can be no assurance that all of the conditions to closing the Working Interest Sale, or under the Sale Agreement, will be satisfied.
The foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the Sale Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Sale Agreement contains representations, warranties and other provisions that were made only for purposes of the Sale Agreement and as of specific dates and were solely for the benefit of the other parties thereto. The Sale Agreement is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business or operational information about the Company or NOG and their respective subsidiaries or the assets to be acquired from the Company and its affiliates. The representations and warranties made by the Company and NOG in the Sale Agreement may be (i) qualified by disclosure schedules containing information that modifies, qualifies or creates exceptions to such representations and warranties and (ii) subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | | Description |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL). |
* Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on request.
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: August 19, 2022 | By: | /s/ Bryan J. Lemmerman |
| | | Bryan J. Lemmerman |
| | | Senior Vice President and Chief Financial Officer |
