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): May 21, 2013 (May 20, 2013)
LAREDO PETROLEUM HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-35380 | 45-3007926 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
15 W. Sixth Street, Suite 1800, Tulsa, Oklahoma | 74119 | |
(Address of Principal Executive Offices) | (Zip Code) | |
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.
On May 20, 2013, Laredo Petroleum, Inc. (“Laredo”), a wholly owned subsidiary of Laredo Petroleum Holdings, Inc., together with two of its subsidiaries, Laredo Petroleum Texas, LLC and Laredo Gas Services, LLC (collectively, “Sellers”), entered into a Purchase and Sale Agreement (the “Agreement”) with certain affiliates of EnerVest, Ltd. (collectively, “Buyers”). Pursuant to the Agreement, Sellers have agreed to sell to Buyers oil and gas properties located in the Anadarko Basin in the State of Oklahoma and the State of Texas (the “Oil and Gas Assets”), and various other related interests, rights, wells, leasehold interests, records, fixtures, equipment, associated gas gathering assets and other assets (together with the Oil and Gas Assets, the “Assets”). The Assets exclude certain rights, claims, credits, records and data and any hedge contracts associated with the Assets prior to the Effective Time for the purchase and sale of the Assets, defined in the Agreement as 12:01 a.m. on April 1, 2013. The transaction is expected to close on August 1, 2013, subject to certain conditions, as described below.
The total consideration to be received by Sellers for the Assets is $438,000,000 in cash, subject to customary adjustments to reflect the operation of the Oil and Gas Assets prior to the closing, title defects, unresolved preferential rights and environmental defects (the “Purchase Price”). The Buyers will pay Sellers a cash deposit of $40,000,000 (the “Deposit”).
The Agreement contains customary representations and warranties and covenants. Among other things, during the period between the execution of the Agreement and the closing of the transaction, Sellers have agreed (i) to allow Buyers access to the Oil and Gas Assets and the records pertaining to the Assets; (ii) to conduct their operations, including the operation of the Oil and Gas Assets, consistent with past practice; and (iii) to restrict certain activities and capital expenditures related to the Assets.
The Agreement provides Sellers and Buyers certain termination rights, including, among others: (1) the parties may terminate by mutual consent; (2) the parties may terminate if the closing shall not have occurred on or before August 30, 2013, through no fault of the party seeking to terminate; (3) Sellers or Buyers may terminate if, on or before the closing, the sum of the aggregate uncured title defects, the aggregate cost of resolving identified uncured environmental defects and the allocated value of any Assets removed from the transaction pursuant to the Agreement exceeds $109,500,000; or (4) if at or prior to the closing all representations and warranties of the other party are not true in all material respects, or if the other party has not performed all of its obligations set forth in the Agreement in all material respects, the non-breaching party may terminate. Sellers may retain the Deposit if the Agreement is terminated by Sellers as a result of a material breach of the Agreement by Buyers.
Item 7.01. Regulation FD Disclosure.
On May 21, 2013, Laredo Petroleum Holdings, Inc. issued a press release announcing the entry into the Agreement described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the press release is 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, or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | Press Release | |
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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 HOLDINGS, INC. | ||
Dated: May 21, 2013 | By: | /s/ KENNETH E. DORNBLASER |
Kenneth E. Dornblaser | ||
Senior Vice President and General Counsel | ||
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EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press Release | |
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EXHIBIT 99.1
15 West 6th Street, Suite, 1800 · Tulsa, Oklahoma 74119 · (918) 513-4570 · Fax: (918) 513-4571
www.laredopetro.com
Laredo Petroleum Holdings, Inc. Announces $438 Million Sale of Anadarko
Basin Assets to Affiliates of EnerVest
TULSA, OK - May 21, 2013 - Laredo Petroleum Holdings, Inc. (NYSE: LPI) (“Laredo” or the “Company”) today announced that the Company has signed an agreement with various affiliates of EnerVest, Ltd. (“EnerVest”) to sell all of Laredo's interests in properties and assets in the Anadarko Basin. Under the agreement, which has an effective date of April 1, 2013, EnerVest will acquire approximately 104,000 net acres of leasehold held by Laredo in the Anadarko Basin of Western Oklahoma and the Texas Panhandle and associated infrastructure. At closing, EnerVest will pay $438 million in cash to Laredo, before normal closing adjustments. The transaction is expected to close during the third quarter of 2013, subject to customary closing conditions.
During the first quarter of 2013, Laredo's production from the Anadarko Basin was approximately 4.9 billion cubic feet of liquids-rich natural gas and approximately 49.6 thousand barrels of crude oil and condensate. As of December 31, 2012, Laredo's reported estimated proved reserves included approximately 162 billion cubic feet of natural gas and approximately 1.5 million barrels of crude oil and condensate associated with the assets being sold.
“The Anadarko Basin has been a meaningful part of Laredo's rapid growth in reserves and production for the past five years,” said Randy A. Foutch, Laredo Chairman and Chief Executive Officer. “However, the continued success that Laredo is experiencing with its Permian-Garden City properties makes this an ideal time to re-deploy capital from this transaction into what we believe are even higher returning projects in the Permian Basin. Upon completing this transaction, the Company anticipates adding two horizontal rigs to its Permian-Garden City development program, bringing the total to six horizontal rigs drilling multi-well pads by year-end 2013.”
Completion of the transaction is subject to preferential rights to purchase held by certain working interest owners in the properties as well as customary closing conditions and regulatory approvals. Laredo plans to provide updates to guidance for 2013 production, operating expenses and capital expenditures when the transaction is closed.
Wells Fargo Securities, LLC served as financial advisor and Akin Gump Strauss Hauer & Feld LLP served as legal advisor to Laredo on the transaction.
About Laredo
Laredo Petroleum Holdings, Inc. is an independent energy company with headquarters in Tulsa, Oklahoma. Laredo's business strategy is focused on the exploration, development and acquisition of oil and natural gas properties primarily in the Permian and Mid-Continent regions of the United States.
Additional information about Laredo may be found on its website at www.laredopetro.com.
Forward-Looking Statements
This press release contains forward-looking statements as defined under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, that address activities that Laredo assumes, plans, expects, believes, intends, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events. Our expectations regarding our business outlook and business plans, including the potential divestiture of any assets, oil and natural gas markets, cost and availability of resources, legal and regulatory conditions and other matters are our forecasts regarding these matters.
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Contacts:
Rick Buterbaugh: (918) 858-5151 - RButerbaugh@laredopetro.com
Branden Kennedy: (918) 858-5015 - BKennedy@laredopetro.com
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