Item 8.01 Other Events.
As previously disclosed in its Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") on May 11, 2021 (the "Sabalo
Announcement 8-K"), Laredo Petroleum, Inc. (the "Company") entered into
agreements with respect to the Sabalo/Shad Acquisition and the Working Interest
Sale, as those terms are defined and described in the Sabalo Announcement 8-K.
On July 1, 2021, the Company consummated the Sabalo/Shad Acquisition and the
Working Interest Sale.
The Company is filing this Current Report on Form 8-K to disclose the financial
statements and information set forth in Item 9.01 hereto.
On October 20, 2021, in connection with the Pioneer Acquisition, as that term is
defined and described in the Company's Current Report on Form 8-K filed with the
SEC on September 20, 2021, and pursuant to the regular semi-annual
redetermination, the Company's lenders increased the borrowing base under the
Fifth Amended and Restated Credit Agreement (as amended, the "Senior Secured
Credit Facility") to $1.0 billion. The aggregate elected commitment under the
Senior Secured Credit Facility remained unchanged at $725 million.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business to be acquired.
The audited annual combined financial statements of Sabalo Energy, LLC and
Sabalo Operating, LLC (collectively, "Sabalo"), which comprise the balance
sheets as of December 31, 2020 and 2019, the related statements of operations,
members' equity, and cash flows for the years then ended, and the related notes
to the combined financial statements, were previously filed as Exhibit 99.1 to
the Company's Current Report on Form 8-K filed with the SEC on June 2, 2021
and are incorporated by reference herein.
The unaudited quarterly combined financial statements of Sabalo, which comprise
the balance sheet as of June 30, 2021, the related statements of operations,
members' equity, and cash flows for each of the six-month periods ended June 30,
2021 and June 30, 2020, and the related notes to the combined financial
statements, are filed as Exhibit 99.1 hereto and incorporated by reference
herein.
The audited annual financial statements of Shad Permian, LLC ("Shad"), which
comprise the balance sheets as of December 31, 2020 and 2019, the related
statements of operations, members' equity, and cash flows for the years then
ended, and the related notes to the financial statements, were previously filed
as Exhibit 99.3 to the Company's Current Report on Form 8-K filed with the SEC
on June 2, 2021 and are incorporated by reference herein.
The unaudited quarterly financial statements of Shad, which comprise the balance
sheet as of June 30, 2021, the related statements of income, members' equity,
and cash flows for each of the six-month periods ended June 30, 2021 and
June 30, 2020, and the related notes to the financial statements, are filed as
Exhibit 99.2 hereto and incorporated by reference herein.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company,
which comprise the balance sheet as of June 30, 2021, the related statements of
operations for the six-month period ended June 30, 2021 and year ended December
31, 2020, and the related notes to the pro forma condensed combined financial
information, is filed as Exhibit 99.3 hereto and incorporated by reference
herein.
(d) Exhibits.
Exhibit Number Description
Consent of Tranbarger FHK, PLLC with respect to Sabalo audited
23.1 combined financial statements.
Consent of Tranbarger FHK, PLLC with respect to Shad audited
23.2 financial statements.
23.3 Consent of W.D. Von Gonten & Co.
99.1 Unaudited combined financial statements of Sabalo as of
June 30, 2021 and for the six-month periods ended June 30, 2021
and June 30, 2020.
99.2 Unaudited financial statements of Shad as of June 30, 2021 and
for the six-month periods ended June 30, 2021 and June 30,
2020.
99.3 Unaudited pro forma condensed combined financial information of
Laredo as of June 30, 2021 and for the six-month period ended
June 30, 2021 and year ended December 31, 2020.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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