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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Laredo Petroleum Holdings, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
516806 106
(CUSIP Number)
December 19, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
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Rule 13d-1(c) |
x |
Rule 13d-1(d) |
CUSIP No. 516806 106 |
13G |
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SEC Use Only | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) The total number of shares reported by Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (WP IX), includes 3,064,551 shares of common stock of Laredo Petroleum Holdings, Inc., a Delaware corporation (the Issuer), that are owned by WP IX Finance LP, a Delaware limited partnership that is an affiliate of WP IX. WP IX expressly disclaims beneficial ownership with respect to any shares of common stock other than the common stock owned of record by WP IX.
(2) Calculations are based upon 127,625,000 shares of common stock of the Issuer outstanding as of December 20, 2011, giving effect to the full exercise of the underwriters over-allotment option (as contemplated in the prospectus of the Issuer dated December 14, 2011 and announced on the Issuers website on December 20, 2011).
CUSIP No. 516806 106 |
13G |
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Check the Appropriate Box if a Member of a Group | |||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock owned of record by such reporting person.
(2) Calculations are based upon 127,625,000 shares of common stock of the Issuer outstanding as of December 20, 2011, giving effect to the full exercise of the underwriters over-allotment option (as contemplated in the prospectus of the Issuer dated December 14, 2011 and announced on the Issuers website on December 20, 2011).
CUSIP No. 516806 106 |
13G |
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock owned of record by such reporting person.
(2) Calculations are based upon 127,625,000 shares of common stock of the Issuer outstanding as of December 20, 2011, giving effect to the full exercise of the underwriters over-allotment option (as contemplated in the prospectus of the Issuer dated December 14, 2011 and announced on the Issuers website on December 20, 2011).
CUSIP No. 516806 106 |
13G |
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock owned of record by such reporting person.
(2) Calculations are based upon 127,625,000 shares of common stock of the Issuer outstanding as of December 20, 2011, giving effect to the full exercise of the underwriters over-allotment option (as contemplated in the prospectus of the Issuer dated December 14, 2011 and announced on the Issuers website on December 20, 2011).
CUSIP No. 516806 106 |
13G |
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock owned of record by such reporting person.
(2) Calculations are based upon 127,625,000 shares of common stock of the Issuer outstanding as of December 20, 2011, giving effect to the full exercise of the underwriters over-allotment option (as contemplated in the prospectus of the Issuer dated December 14, 2011 and announced on the Issuers website on December 20, 2011).
CUSIP No. 516806 106 |
13G |
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock owned of record by such reporting person.
(2) Calculations are based upon 127,625,000 shares of common stock of the Issuer outstanding as of December 20, 2011, giving effect to the full exercise of the underwriters over-allotment option (as contemplated in the prospectus of the Issuer dated December 14, 2011 and announced on the Issuers website on December 20, 2011).
CUSIP No. 516806 106 |
13G |
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Citizenship or Place of Organization | |||||
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock owned of record by such reporting person.
(2) Calculations are based upon 127,625,000 shares of common stock of the Issuer outstanding as of December 20, 2011, giving effect to the full exercise of the underwriters over-allotment option (as contemplated in the prospectus of the Issuer dated December 14, 2011 and announced on the Issuers website on December 20, 2011).
CUSIP No. 516806 106 |
13G |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock owned of record by such reporting person.
(2) Calculations are based upon 127,625,000 shares of common stock of the Issuer outstanding as of December 20, 2011, giving effect to the full exercise of the underwriters over-allotment option (as contemplated in the prospectus of the Issuer dated December 14, 2011 and announced on the Issuers website on December 20, 2011).
CUSIP No. 516806 106 |
13G |
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Name of Reporting Persons | |||||
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Sole Voting Power | |||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock owned of record by such reporting person.
(2) Calculations are based upon 127,625,000 shares of common stock of the Issuer outstanding as of December 20, 2011, giving effect to the full exercise of the underwriters over-allotment option (as contemplated in the prospectus of the Issuer dated December 14, 2011 and announced on the Issuers website on December 20, 2011).
CUSIP No. 516806 106 |
13G |
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Name of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock owned of record by such reporting person.
(2) Calculations are based upon 127,625,000 shares of common stock of the Issuer outstanding as of December 20, 2011, giving effect to the full exercise of the underwriters over-allotment option (as contemplated in the prospectus of the Issuer dated December 14, 2011 and announced on the Issuers website on December 20, 2011).
CUSIP No. 516806 106 |
13G |
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Percent of Class Represented by Amount in Row 9 | |||||
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Type of Reporting Person | |||||
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of common stock of the Issuer other than the common stock owned of record by such reporting person.
(2) Calculations are based upon 127,625,000 shares of common stock of the Issuer outstanding as of December 20, 2011, giving effect to the full exercise of the underwriters over-allotment option (as contemplated in the prospectus of the Issuer dated December 14, 2011 and announced on the Issuers website on December 20, 2011).
SCHEDULE 13G
Item 1(a) |
Name of Issuer. |
The name of the issuer is Laredo Petroleum Holdings, Inc., a Delaware corporation (the Issuer).
Item 1(b) |
Address of Issuers Principal Executive Offices. |
The principal executive offices of the Issuer are located at 15 W. Sixth Street, Suite 1800, Tulsa, Oklahoma 74119.
Item 2(a) |
Name of Person Filing. |
This Schedule 13G is filed by (i) Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (WP IX, and together with an affiliated partnership, the WP IX Funds), (ii) Warburg Pincus IX LLC, a New York limited liability company (WP IX GP), the general partner of WP IX, (iii) Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (WP X O&G), (iv) Warburg Pincus X Partners, L.P., a Delaware limited partnership (WP X Partners, and together with WP X O&G, the WP X Funds), (v) Warburg Pincus X, L.P., a Delaware limited partnership (WP X GP), the general partner of the WP X Funds, (vi) Warburg Pincus X LLC, a Delaware limited liability company (WP X LLC), the general partner of WP X GP, (vii) Warburg Pincus Partners LLC, a New York limited liability company (WP Partners), the sole member of WP IX GP and WP X LLC, (viii) Warburg Pincus & Co., a New York general partnership (WP), the managing member of WP Partners, (ix) Warburg Pincus LLC, a New York limited liability company (WP LLC), the manager of the WP IX Funds and the WP X Funds, and (x) Messrs. Charles R. Kaye and Joseph P. Landy, each a United States citizen and a Managing General Partner of WP and Co-President and Managing Member of WP LLC.
Each of Messrs. Kaye and Landy, together with the WP IX Funds, WP IX GP, the WP X Funds, WP X GP, WP X LLC, WP Partners, WP and WP LLC are collectively referred to herein as the Warburg Pincus Reporting Persons.
Item 2(b) |
Address of Principal Business Office. |
The principal business address of each of the Warburg Pincus Reporting Persons is 450 Lexington Avenue, New York, New York 10017.
Item 2(c) |
Citizenship. |
See Item 2(a).
Item 2(d) |
Title of Class of Securities. |
Common Stock, par value $0.01 per share (the Common Stock).
Item 2(e) |
CUSIP Number. |
516806 106
Item 3 |
If this statement is filed pursuant to §§240.13d1(b) or 240.13d2(b) or (c), check whether the person filing is a: | ||
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Not Applicable |
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(a) |
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a8); |
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(e) |
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An investment adviser in accordance with §240.13d1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a3); |
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(j) |
o |
A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with §240.13d1(b)(1)(ii)(K). |
Item 4 |
Ownership. |
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Warburg Pincus Reporting Person and is incorporated herein by reference for each such Warburg Pincus Reporting Person.
Item 5 |
Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Warburg Pincus Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.
Item 6 |
Ownership of More than Five Percent on Behalf of Another Person. |
Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, in excess of 5% of the total outstanding Common Stock.
Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Inapplicable.
Item 8 |
Identification and Classification of Members of the Group. |
The Warburg Pincus Reporting Persons are making this single, joint filing because they may be deemed to constitute a group within the meaning of Section 13(d)-3 of the Securities and Exchange Act of 1934, as amended (the Exchange Act). The joint filing agreement among the Warburg Pincus Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. Each Warburg Pincus Reporting Person expressly disclaims beneficial ownership with respect to any shares of Common Stock other than Common Stock owned of record by such reporting person.
Item 9 |
Notice of Dissolution of Group. |
Inapplicable.
Item 10 |
Certification. |
Inapplicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: December 22, 2011 |
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WARBURG PINCUS PRIVATE EQUITY IX, L.P. | ||
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By: Warburg Pincus IX LLC, its general partner | ||
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By: Warburg Pincus Partners LLC, its sole member | ||
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By: Warburg Pincus & Co., its managing member | ||
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By: |
/s/ Scott A. Arenare | |
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Name: |
Scott A. Arenare | |
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Title: |
Partner | |
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WARBURG PINCUS IX LLC | ||
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By: Warburg Pincus Partners LLC, its sole member | ||
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By: Warburg Pincus & Co., its managing member | ||
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By: |
/s/ Scott A. Arenare | |
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Name: |
Scott A. Arenare | |
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Title: |
Partner | |
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WARBURG PINCUS PRIVATE EQUITY X O&G, L.P. | ||
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By: Warburg Pincus X, L.P., its general partner | ||
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By: Warburg Pincus X LLC, its general partner | ||
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By: Warburg Pincus Partners LLC, its sole member | ||
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By: Warburg Pincus & Co., its managing member | ||
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By: |
/s/ Scott A. Arenare | |
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Name: |
Scott A. Arenare | |
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Title: |
Partner | |
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WARBURG PINCUS X PARTNERS, L.P. | ||
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By: Warburg Pincus X, L.P., its general partner | ||
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By: Warburg Pincus X LLC, its general partner | ||
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By: Warburg Pincus Partners LLC, its sole member | ||
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By: Warburg Pincus & Co., its managing member | ||
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By: |
/s/ Scott A. Arenare | |
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Name: |
Scott A. Arenare | |
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Title: |
Partner | |
Schedule 13G Signature Page
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WARBURG PINCUS X, L.P. | ||
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By: Warburg Pincus X LLC, its general partner | ||
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By: Warburg Pincus Partners LLC, its sole member | ||
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By: Warburg Pincus & Co., its managing member | ||
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By: |
/s/ Scott A. Arenare | |
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Name: |
Scott A. Arenare | |
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Title: |
Partner | |
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WARBURG PINCUS X LLC | ||
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By: Warburg Pincus Partners LLC, its sole member | ||
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By: Warburg Pincus & Co., its managing member | ||
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By: |
/s/ Scott A. Arenare | |
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Name: |
Scott A. Arenare | |
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Title: |
Partner | |
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WARBURG PINCUS PARTNERS LLC | ||
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By: Warburg Pincus & Co., its managing member | ||
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By: |
/s/ Scott A. Arenare | |
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Name: |
Scott A. Arenare | |
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Title: |
Partner | |
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WARBURG PINCUS & CO. | ||
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By: |
/s/ Scott A. Arenare | |
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Name: |
Scott A. Arenare | |
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Title: |
Partner | |
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WARBURG PINCUS LLC | ||
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By: |
/s/ Scott A. Arenare | |
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Name: |
Scott A. Arenare | |
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Title: |
Member and Managing Director | |
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CHARLES R. KAYE | ||
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By: |
/s/ Scott A. Arenare | |
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Scott A. Arenare, Attorney-in-fact* | |
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JOSEPH P. LANDY | ||
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By: |
/s/ Scott A. Arenare | |
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Scott A. Arenare, Attorney-in-fact** | |
Schedule 13G Signature Page
* |
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Power of Attorney given by Mr. Kaye was previously filed with the United States Securities and Exchange Commission (the SEC) on March 2, 2006, as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. |
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** |
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Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc. |
Schedule 13G Signature Page
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned each agree that (i) the statement on Schedule 13G relating to the common stock of Laredo Petroleum Holdings, Inc., a Delaware corporation, has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligation to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement as of December 22, 2011.
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WARBURG PINCUS PRIVATE EQUITY IX, L.P. | ||
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By: Warburg Pincus IX LLC, its general partner | ||
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By: Warburg Pincus Partners LLC, its sole member | ||
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By: Warburg Pincus & Co., its managing member | ||
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By: |
/s/ Scott A. Arenare | |
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Name: |
Scott A. Arenare | |
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Title: |
Partner | |
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WARBURG PINCUS IX LLC | ||
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By: Warburg Pincus Partners LLC, its sole member | ||
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By: Warburg Pincus & Co., its managing member | ||
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By: |
/s/ Scott A. Arenare | |
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Name: |
Scott A. Arenare | |
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Title: |
Partner | |
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WARBURG PINCUS PRIVATE EQUITY X O&G, L.P. | ||
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By: Warburg Pincus X, L.P., its general partner | ||
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By: Warburg Pincus X LLC, its general partner | ||
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By: Warburg Pincus Partners LLC, its sole member | ||
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By: Warburg Pincus & Co., its managing member | ||
|
| ||
|
By: |
/s/ Scott A. Arenare | |
|
Name: |
Scott A. Arenare | |
|
Title: |
Partner | |
Schedule 13G Joint Filing Agreement
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WARBURG PINCUS X PARTNERS, L.P. | ||
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By: Warburg Pincus X, L.P., its general partner | ||
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By: Warburg Pincus X LLC, its general partner | ||
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By: Warburg Pincus Partners LLC, its sole member | ||
|
By: Warburg Pincus & Co., its managing member | ||
|
| ||
|
By: |
/s/ Scott A. Arenare | |
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Name: |
Scott A. Arenare | |
|
Title: |
Partner | |
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| ||
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| ||
|
WARBURG PINCUS X, L.P. | ||
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| ||
|
By: Warburg Pincus X LLC, its general partner | ||
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By: Warburg Pincus Partners LLC, its sole member | ||
|
By: Warburg Pincus & Co., its managing member | ||
|
| ||
|
By: |
/s/ Scott A. Arenare | |
|
Name: |
Scott A. Arenare | |
|
Title: |
Partner | |
|
| ||
|
| ||
|
WARBURG PINCUS X LLC | ||
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| ||
|
By: Warburg Pincus Partners LLC, its sole member | ||
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By: Warburg Pincus & Co., its managing member | ||
|
| ||
|
By: |
/s/ Scott A. Arenare | |
|
Name: |
Scott A. Arenare | |
|
Title: |
Partner | |
|
| ||
|
| ||
|
WARBURG PINCUS PARTNERS LLC | ||
|
| ||
|
By: Warburg Pincus & Co., its managing member | ||
|
| ||
|
By: |
/s/ Scott A. Arenare | |
|
Name: |
Scott A. Arenare | |
|
Title: |
Partner | |
|
| ||
|
| ||
|
WARBURG PINCUS & CO. | ||
|
| ||
|
By: |
/s/ Scott A. Arenare | |
|
Name: |
Scott A. Arenare | |
|
Title: |
Partner | |
Schedule 13G Joint Filing Agreement
|
WARBURG PINCUS LLC | ||
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| ||
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By: |
/s/ Scott A. Arenare | |
|
Name: |
Scott A. Arenare | |
|
Title: |
Member and Managing Director | |
|
| ||
|
| ||
|
CHARLES R. KAYE | ||
|
| ||
|
By: |
/s/ Scott A. Arenare | |
|
|
Scott A. Arenare, Attorney-in-fact* | |
|
| ||
|
| ||
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JOSEPH P. LANDY | ||
|
| ||
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By: |
/s/ Scott A. Arenare | |
|
|
Scott A. Arenare, Attorney-in-fact** | |
* Power of Attorney given by Mr. Kaye was previously filed with the United States Securities and Exchange Commission (the SEC) on March 2, 2006, as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
** Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to the Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.
Schedule 13G Joint Filing Agreement