Item 1.01. Entry into a Material Definitive Agreement.
On
The Offering is expected to close on or about
The Underwriting Agreement contains customary representations, warranties and
agreements of the Company and customary conditions to closing, obligations of
the parties and termination provisions. The Company has agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act"), or to contribute to
payments the Underwriters may be required to make because of any of those
liabilities. The Offering is being made pursuant to a preliminary prospectus
supplement dated
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated into this Item 1.01 by reference.
Certain of the Underwriters or their affiliates are agents and/or lenders under
the Company's senior secured credit facility and, accordingly, will receive a
portion of the net proceeds of the Offering. Some of the Underwriters and their
affiliates have engaged in, and may in the future engage in, investment banking
and other commercial dealings in the ordinary course of business with the
Company or its affiliates. They have received, or may in the future receive,
customary fees and commissions for these transactions. In addition,
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 in Item 1.01 above with respect to the Notes is incorporated herein by reference. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated into this Item 2.03 by reference.
Item 7.01. Regulation FD Disclosure.
On
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is "furnished" and shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth in such a filing.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement, datedJanuary 10, 2020 , amongLaredo Petroleum, Inc. ,Laredo Midstream Services, LLC ,Garden City Minerals, LLC andBofA Securities, Inc. , as representative of the several underwriters named therein. 99.1 Press release datedJanuary 10, 2020 . 104 Cover Page Interactive Data File (formatted as Inline XBRL). 2
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