Item 8.01. Other Events.
As previously disclosed in its Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 11, 2021 (the "Prior 8-K"), on May 7,
2021, Laredo Petroleum, Inc. (the "Company"), entered into agreements with
respect to the Sabalo/Shad Acquisition and the Working Interest Sale, as defined
and described in the Prior 8-K. The Company expects the Sabalo/Shad Acquisition
to close on or about July 1, 2021, subject to customary closing conditions, and
the Working Interest Sale to close on or about the same time as the closing of
the Sabalo/Shad Acquisition, subject to closing of the Sabalo/Shad Acquisition
and other customary closing conditions.
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.
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, are filed as Exhibit 99.1 hereto and
incorporated by reference herein.
The unaudited quarterly combined financial statements of Sabalo, which comprise
the balance sheet as of March 31, 2021, the related statements of operations,
members' equity, and cash flows for the three-month periods ended March 31, 2021
and 2020, and the related notes to the combined financial statements, are filed
as Exhibit 99.2 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, are filed as Exhibit
99.3 hereto and incorporated by reference herein.
The unaudited quarterly financial statements of Shad, which comprise the balance
sheet as of March 31, 2021, the related statements of income, members' equity,
and cash flows for the three-month periods ended March 31, 2021 and 2020, and
the related notes to the financial statements, are filed as Exhibit 99.4 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 March 31, 2021, the related statements of
operations for the year ended December 31, 2020 and three-month period ended
March 31, 2021, and the related notes to the pro forma condensed combined
financial information, is filed as Exhibit 99.5 hereto and incorporated by
reference herein.
(d) Exhibits.
Exhibit No. Description
23.1 Consent of Tranbarger FHK, PLLC with respect to Sabalo audited
combined financial statements.
23.2 Consent of Tranbarger FHK, PLLC with respect to Shad audited
financial statements.
23.3 Consent of W.D. Von Gonten & Co.
99.1 Audited combined financial statements of Sabalo as of
December 31, 2020 and 2019 and for the years ended.
99.2 Unaudited combined financial statements of Sabalo as of March 31,
2021 and for the three-month periods ended March 31, 2021 and
March 31, 2020.
99.3 Audited financial statements of Shad as of December 31, 2020 and
2019 and for the years ended.
99.4 Unaudited financial statements of Shad as of March 31, 2021 and
for the three-month periods ended March 31, 2021 and March 31,
2020.
99.5 Unaudited pro forma condensed combined financial information of
the Company as of March 31, 2021 and for the year ended
December 31, 2020 and three-month period ended March 31, 2021.
99.6 Reserves report of W.D. Von Gonten & Co. with respect to Sabalo
reserves as of December 31, 2020.
99.7 Reserves report of W.D. Von Gonten & Co. with respect to Shad
reserves as of December 31, 2020.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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