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): January 14, 2014 (January 13, 2014)

 

LAREDO PETROLEUM, INC.

 (Exact Name of Registrant as Specified in Charter)

 

 

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01.  Entry into a Material Definitive Agreement.

 

Purchase Agreement

 

On January 13, 2014, Laredo Petroleum, Inc. (the “Company”) and its wholly-owned subsidiary Laredo Midstream Services, LLC (the “Guarantor”) entered into a Purchase Agreement (the “Purchase Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers named in the Purchase Agreement, in connection with the Company’s private placement of senior notes.

 

The Purchase Agreement provides for, among other things, the issuance and sale by the Company of $450 million in aggregate principal amount of 55/8% senior unsecured notes due 2022 (the “Notes”).  The Notes to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, may not be sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.  The Notes will be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside of the United States pursuant to Regulation S.

 

The Purchase Agreement provides the obligations of the initial purchasers to purchase the Notes, which are subject to receipt of legal opinions by counsel and other customary conditions.  The initial purchasers are obligated to purchase all the Notes if they purchase any of the Notes.  The Company and the Guarantor have agreed to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the initial purchasers may be required to make because of any of those liabilities.  The Company and the Guarantor also agreed not to issue certain debt securities for a period of 60 days after January 13, 2014 without the prior written consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated.  In addition, the Purchase Agreement contemplates the execution of a registration rights agreement relating to the Notes.

 

The Company intends to use the net proceeds from the offering for general corporate purposes.  The net proceeds of the offering may be invested temporarily in short-term marketable securities pending such usage.

 

The offering is expected to close on January 23, 2014, subject to customary closing conditions.

 

The foregoing description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

From time to time, the initial purchasers and their affiliates have provided, and may provide in the future, investment banking, commercial lending, hedging and financial advisory services to the Company and its affiliates in the ordinary course of business, for which they have received, or may in the future receive, customary fees and commissions for these transactions.  In addition, affiliates of certain of the initial purchasers are lenders under the Credit Agreement.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

 

The information set forth under Item 1.01 concerning the Purchase Agreement is incorporated herein by reference.  A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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Item 8.01.  Other Information.

 

On January 13, 2014, the Company issued a press release announcing the commencement of the private placement of the Notes.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

On January 13, 2014, the Company issued a press release announcing the pricing of the Notes.  A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit Number		Description
10.1		Purchase Agreement, dated January 13, 2014, among Laredo Petroleum, Inc., Laredo Midstream Services, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers named therein.
99.1		Press Release dated January 13, 2014.
99.2		Press Release dated January 13, 2014.

 

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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: January 14, 2014	By:	/s/ Richard C. Buterbaugh
		Richard C. Buterbaugh
		Executive Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit Number		Description
10.1		Purchase Agreement, dated January 13, 2014, among Laredo Petroleum, Inc., Laredo Midstream Services, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers named therein.
99.1		Press Release dated January 13, 2014.
99.2		Press Release dated January 13, 2014.

 

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