Item 2.02. Results of Operations and Financial Condition.
On January 6, 2020, Laredo Petroleum, Inc. (the "Company") announced its (i)
production for the quarter and year ended December 31, 2019 and (ii) proved
reserves as of December 31, 2019. Copies of the press release and Presentation
(as defined below) are attached hereto as Exhibits 99.1 and 99.2, respectively,
and incorporated into this Item 2.02 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2,
are deemed to be "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 such
information and exhibits be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange
Act.
Item 7.01. Regulation FD Disclosure.
On January 6, 2020, the Company furnished the press release described above in
Item 2.02 of this Current Report on Form 8-K. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by
reference.
On January 6, 2020, the Company posted to its website a Corporate Presentation
(the "Presentation"). The Presentation is available on the Company's website,
www.laredopetro.com, and is attached hereto as Exhibit 99.2 and incorporated
into this Item 7.01 by reference.
On January 6, 2020, the "Company announced that it had commenced a public
offering of $450.0 million in aggregate principal amount of senior unsecured
notes due 2025 and $450.0 million in aggregate principal amount of senior
unsecured notes due 2028 in a registered underwritten offering. A copy of the
press release is attached hereto as Exhibit 99.3 and incorporated into this Item
7.01 by reference.
On January 6, 2020, the Company announced that it had commenced cash tender
offers and consent solicitations for any or all of its outstanding $450.0
million aggregate principal amount of 5 5/8% senior unsecured notes due 2022
(the "2022 Notes") and any or all of its outstanding $350.0 million aggregate
principal amount of 6 1/4% senior unsecured notes due 2023 (the "2023 Notes"
and, together with its 2022 Notes, the "Existing Notes"), subject to certain
conditions (the "Tender Offers"). In conjunction with the Tender Offers, the
Company has also commenced a solicitation of consents from holders of such
series of Existing Notes to amend certain provisions of the indenture governing
such series of Existing Notes. In the event that all of the Existing Notes are
not tendered in the Tender Offers or the Tender Offers are not consummated, the
Company intends to use a portion of the net proceeds from the proposed notes
offering to fund the redemption of all 2022 Notes outstanding on or around
February 5, 2020 (or, if the related proposed amendments become operative on or
before January 30, 2020, on the date three business days after such operative
date) and all 2023 Notes outstanding on or around March 15, 2020. A copy of the
press release is attached hereto as Exhibit 99.4 and incorporated into this Item
7.01 by reference.
This press release attached hereto as Exhibit 99.4 is not an offer to purchase,
a solicitation of an offer to purchase or a solicitation of consents with
respect to any series of the Existing Notes. The Tender Offers have been made
solely pursuant to the applicable Offers to Purchase and Consent Solicitation
Statements dated January 6, 2020 and the related Letters of Transmittal and
Consents.
All statements in the press releases and Presentation, other than historical
financial information, may be deemed to be forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Although the Company believes the expectations expressed in such
forward-looking statements are based on reasonable assumptions, such statements
are not guarantees of future performance, and actual results or developments may
differ materially from those in the forward-looking statements. See the
Company's Annual Report on Form 10-K for the year ended December 31, 2018 and
the Company's other filings with the SEC for a discussion of other risks and
uncertainties. The Company disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
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 Exhibits 99.1, 99.2,
99.3 and 99.4, are deemed to be "furnished" and shall not be deemed "filed" for
the purpose of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall such information and exhibits be deemed
incorporated by reference in any filing under the Securities Act, or the
Exchange Act.
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Item 8.01. Other Events.
In connection with the announcement of its December 31, 2019 proved reserves,
the Company is filing the December 31, 2019 summary report of Ryder Scott
Company, L.P., the Company's independent petroleum engineers, which contains an
estimate of the proved reserves, future production, and income attributable to
certain leasehold and royalty interests of the Company as of December 31, 2019.
A copy of the report is attached hereto as Exhibit 99.5 and incorporated into
this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
23.1 Consent of Ryder Scott Company, L.P.
99.1 Press Release dated January 6, 2020 announcing production for the
quarter and year ended December 31, 2019 and proved reserves as of
December 31, 2019.
99.2 Corporate Presentation dated January 6, 2020.
Press Release dated January 6, 2020 announcing offering of new
99.3 senior notes.
Press Release dated January 6, 2020 announcing tender offers of
99.4 existing senior notes.
99.5 Summary Report of Ryder Scott Company, L.P.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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