Corporate Reorg 8-K
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): November 25, 2013
LAREDO PETROLEUM HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware | | 001-35380 | | 45-3007926 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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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 7.01. Regulation FD Disclosure.
On November 25, 2013, Laredo Petroleum Holdings, Inc. (the “Company”) issued a press release announcing plans to effect an internal corporate reorganization by year end that would merge its wholly-owned subsidiary Laredo Petroleum, Inc. (“LPI”) with and into the Company, with the Company surviving the merger. The merger is subject to conditions and does not require stockholder approval. In connection with such merger, the Company intends to change its name to “Laredo Petroleum, Inc.” The Company also announced that, to comply with technical requirements relating to the merger, LPI commenced a change of control offer to purchase for cash all of LPI’s outstanding 9½% Senior Notes due 2019 and 7⅜% Senior Notes due 2022 (collectively, the “Notes”) pursuant to a Change of Control Notice and Offer to Purchase dated November 25, 2013. 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 information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, 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.
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Exhibit Number | | Description |
99.1 | | Press Release dated November 25, 2013 |
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.
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| | LAREDO PETROLEUM HOLDINGS, INC. |
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Date: November 25, 2013 | By: | /s/ Richard C. Buterbaugh |
| | Richard C. Buterbaugh |
| | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit Number | | Description |
99.1 | | Press Release dated November 25, 2013 |