UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 18, 2021 (the “Original Form 8-K”), on October 18, 2021 (the “Closing Date”), Laredo Petroleum, Inc. (the “Company”) completed the acquisition of certain oil and gas properties in the Midland Basin, including approximately 20,000 net acres located in western Glasscock County, Texas (the “Glasscock Properties”), from Pioneer Natural Resources USA, Inc., DE Midland III, LLC, Parsley Minerals, LLC and Parsley Energy, L.P. for aggregate consideration of approximately $202.5 million based on the closing price of a share of the Company’s common stock on the Closing Date (the “Pioneer Acquisition”). The aggregate purchase consideration consisted of (i) $131.6 million in cash, net of closing adjustments; and (ii) 959,691 shares of the Company’s common stock, par value $0.01 per share.
This Amendment to Current Report on Form 8-K is being filed to amend and supplement the Original Form 8-K, the sole purpose of which is to provide the financial statements and pro forma financial information required by Item 9.01, which were excluded from the Original Form 8-K and are filed as exhibits hereto and are incorporated herein by reference. All other items in the Original Form 8-K remain the same.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of business to be acquired.
The statements of revenues and direct operation expenses of the Glasscock Properties for the nine-month period ended September 30, 2021 (unaudited) and year ended December 31, 2020 (audited), and the related notes thereto, are filed as Exhibit 99.1 hereto and incorporated by reference herein.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company, which comprises the balance sheet as of September 30, 2021, the related statements of operations for the nine-month period ended September 30, 2021 and year ended December 31, 2020, and the related notes thereto, is filed as Exhibit 99.2 hereto and incorporated by reference herein.
(d) Exhibits.
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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: December 13, 2021 | By: | /s/ Bryan J. Lemmerman |
| Bryan J. Lemmerman | ||
| Senior Vice President and Chief Financial Officer | ||
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