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EX-99.1 - EX-99.1 - Laredo Petroleum, Inc.a12-2784_1ex99d1.htm

 

 

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): January 18, 2012

 

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 2.02. Results of Operations and Financial Condition.

 

On January 18, 2012, Laredo Petroleum Holdings, Inc., (the “Company”) issued a press release announcing its capital budget and guidance for 2012 and selected production results for the year ended December 31, 2011.  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 7.01.  Regulation FD Disclosure.

 

On January 18, 2012, the Company issued a press release announcing its capital budget and guidance for 2012 and selected production results for the year ended December 31, 2011.  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 8.01.  Other Events.

 

On January 13, 2012, Laredo Petroleum, Inc., a Delaware corporation and subsidiary of the Company, completed its offer to exchange $550,000,000 aggregate principal amount of its 9-1/2% Senior Notes due 2019, which have been registered under the Securities Act of 1933, as amended, for a like principal amount of its outstanding and unregistered 9-1/2% Senior Notes due 2019 (the “Old Notes”), which were issued on January 20, 2011 and October 19, 2011 in private placements. The exchange offer expired at 5:00 p.m., New York City time, on January 12, 2012.  A total of $550,000,000 (100%) of the Old Notes were validly tendered and accepted for exchange. This exchange offer was performed pursuant to the registration rights agreements signed as part of the financing transactions completed on January 20, 2011 and October 19, 2011 and does not represent a new financing transaction.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press release dated January 18, 2012

 

2



 

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.

 

 

 

 

Date: January 18, 2012

By:

/s/ W. Mark Womble

 

 

W. Mark Womble

 

 

Senior Vice President and Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release dated January 18, 2012

 

4