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Form 8-K Laredo Petroleum, Inc. For: Jul 14

July 14, 2016 6:35 AM EDT

 

 

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): July 14, 2016

 

LAREDO PETROLEUM, 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 900, 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 July 14, 2016, Laredo Petroleum, Inc. (the “Company”) announced the acquisition of additional bolt-on acreage in the Midland Basin. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

 

Also on July 14, 2016, the Company posted to its website a corporate presentation (the “Presentation”).  The Presentation is available on the Company’s website, www.laredopetro.com, and is attached to this Current Report on Form 8-K as Exhibit 99.2 and incorporated into this Item 7.01 by reference.

 

All statements in the press release and the Presentation, other than historical financial information, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. See the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and the Company’s other filings with the SEC for a discussion of other risks and uncertainties. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01 of this Current Report on Form 8-K and the exhibits attached hereto are deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press release dated July 14, 2016.

99.2

 

Corporate presentation dated July 14, 2016.

 

1



 

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, INC.

 

 

 

 

 

 

Date: July 14, 2016

By:

/s/Kenneth E. Dornblaser

 

 

Kenneth E. Dornblaser

 

 

Senior Vice President and General Counsel

 

2



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press release dated July 14, 2016.

99.2

 

Corporate presentation dated July 14, 2016.

 

3


Exhibit 99.1

 

 

15 West 6th Street, Suite 900 · Tulsa, Oklahoma  74119 · (918) 513-4570 · Fax: (918) 513-4571

www.laredopetro.com

 

Laredo Petroleum Acquires Bolt-On Midland Basin Acreage

 

TULSA, OK - July 14, 2016 - Laredo Petroleum, Inc. (NYSE: LPI) (“Laredo” or the “Company”) today announced that it has signed a purchase and sale agreement for additional acreage within the Company’s existing footprint in the Midland Basin for $125 million, subject to customary closing price adjustments. The acquisition secures additional rights to the Spraberry interval, enables the drilling of additional 10,000-foot or longer locations, facilitates the new Western Glasscock production corridor and increases the Company’s working interest in current leasehold in western Glasscock and Reagan counties, Texas.

 

The acquisition adds approximately 9,200 net acres, of which approximately 6,300 are in the Spraberry interval and approximately 2,900 net acres are in the Spraberry, Upper, Middle and Lower Wolfcamp, Canyon and Cline zones. The purchase includes approximately 300 net barrels of oil equivalent per day of Laredo-operated production from existing vertical wells through increased working interest in the wells.

 

The primary focus of the acquisition is the Company’s acreage position in western Glasscock County. The contiguous acreage block drives capital efficiencies by enabling the building of the Company’s new Western Glasscock production corridor, developing the entire block with 10,000-foot or longer laterals and utilization of Laredo’s Earth Model to optimize location selection and completion design.

 

The acreage outside of the Western Glasscock production corridor is in Laredo’s primary development area, proximate to other Laredo production corridors and covered by the Earth Model. The acreage bolts on directly to current drilling units and further enables the development of the acreage with 10,000-foot or longer laterals.

 

“This acquisition combines the acreage attributes and strategic investments that are drivers of the Company’s capital efficiencies,” commented Randy A. Foutch, Chairman and Chief Executive Officer. “Acquiring additional Spraberry rights, utilizing the Earth Model to optimize location selection and completion design and drilling long laterals along the new Western Glasscock production corridor enables the Company to efficiently develop this large, contiguous acreage block in western Glasscock County.”

 

On July 13, 2016, the Company closed a portion of this acquisition for approximately $92.7 million. The closings on the remaining interests, which are subject to certain preferential purchase rights and consents, are expected to occur as such rights and consents are satisfied or obtained.

 



 

Commodity Derivatives Update

 

In early July, the Company hedged 2,007,500 barrels of oil for 2017, resulting in 5,684,875 barrels of oil hedged for 2017 at a weighted-average floor price of $57.01 per barrel. The Company retains significant upside to an increase in the price of oil as approximately 2,628,000 of these barrels have a weighted-average ceiling price of $97.22 per barrel and 1,049,375 barrels have no ceiling. Additionally, the Company hedged 444,000 barrels of ethane for 2017 at $11.24 per barrel and 375,000 barrels of propane for 2017 at $22.26 per barrel.

 

About Laredo

 

Laredo Petroleum, Inc. is an independent energy company with headquarters in Tulsa, Oklahoma. Laredo’s business strategy is focused on the acquisition, exploration and development of oil and natural gas properties, and the transportation of oil and natural gas from such properties, primarily in the Permian Basin in West Texas.

 

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.

 

General risks relating to Laredo include, but are not limited to, the decline in prices of oil, natural gas liquids and natural gas and the related impact to financial statements as a result of asset impairments and revisions to reserve estimates, and other factors, including those and other risks described in its Annual Report on Form 10-K for the year ended December 31, 2015, and those set forth from time to time in other filings with the Securities Exchange Commission (“SEC”). These documents are available through Laredo’s website at www.laredopetro.com under the tab “Investor Relations” or through the SEC’s Electronic Data Gathering and Analysis Retrieval System at www.sec.gov. Any of these factors could cause Laredo’s actual results and plans to differ materially from those in the forward-looking statements. Therefore, Laredo can give no assurance that its future results will be as estimated. Laredo does not intend to, and disclaims any obligation to, update or revise any forward-looking statement.

 

# # #

 

Contacts:

Ron Hagood:  (918) 858-5504 - [email protected]

 

16-13

 

2


Exhibit 99.2

 

Midland Basin Acquisition and Commodity Derivatives Update

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This presentation, including oral statements made in connection herewith, contains forward-looking statements within the meaning of 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 fact, included in this presentation that address activities, events or developments that Laredo Petroleum, Inc. (together with its subsidiaries, the “Company”, “Laredo” , “Laredo Petroleum” or “LPI”) assumes, plans, expects, believes or anticipates will or may occur in the future are forward-looking statements. The words “believe,” “expect,” “may,” “estimates,” “will,” “anticipate,” “plan,” “project,” “intend,” “indicator,” “foresee,” “forecast,” “guidance,” “should,” “would,” “could,” “goal,” “target,” “suggest” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature and are not guarantees of future performance. However, the absence of these words does not mean that the statements are not forward-looking. Without limiting the generality of the foregoing, forward-looking statements contained in this presentation specifically include the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including the Company’s drilling program, production, hedging activities, capital expenditure levels and other guidance included in this presentation. These statements are based on certain assumptions made by the Company based on management’s expectations and perception of historical trends, current conditions, anticipated future developments and rate of return and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks relating to financial performance and results, current economic conditions and resulting capital restraints, prices and demand for oil and natural gas and the related impact to financial statements as a result of asset impairments and revisions to reserve estimates, availability and cost of drilling equipment and personnel, availability of sufficient capital to execute the Company’s business plan, impact of compliance with legislation and regulations, successful results from the Company’s identified drilling locations, the Company’s ability to replace reserves and efficiently develop and exploit its current reserves, the Company’s ability to successfully integrate acquired businesses, assets and properties and other important factors that could cause actual results to differ materially from those projected as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and other filings made with the Securities Exchange Commission (“SEC”). Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. The SEC generally permits oil and natural gas companies to disclose proved reserves in filings made with the SEC, which are reserve estimates that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions and certain probable and possible reserves that meet the SEC’s definitions for such terms. In this presentation, the Company may use the terms “unproved reserves,” “resource potential,” “estimated ultimate recovery,” “EUR,” “development ready,” “horizontal productivity confirmed,” “horizontal productivity not confirmed” or other descriptions of potential reserves or volumes of reserves which the SEC guidelines restrict from being included in filings with the SEC without strict compliance with SEC definitions. “Unproved reserves” refers to the Company’s internal estimates of hydrocarbon quantities that may be potentially discovered through exploratory drilling or recovered with additional drilling or recovery techniques. “Resource potential” is used by the Company to refer to the estimated quantities of hydrocarbons that may be added to proved reserves, largely from a specified resource play potentially supporting numerous drilling locations. A “resource play” is a term used by the Company to describe an accumulation of hydrocarbons known to exist over a large areal expanse and/or thick vertical section potentially supporting numerous drilling locations, which, when compared to a conventional play, typically has a lower geological and/or commercial development risk. The Company does not choose to include unproved reserve estimates in its filings with the SEC. “Estimated ultimate recovery”, or “EUR”, refers to the Company’s internal estimates of per-well hydrocarbon quantities that may be potentially recovered from a hypothetical and/or actual well completed in the area. Actual quantities that may be ultimately recovered from the Company’s interests are unknown. Factors affecting ultimate recovery include the scope of the Company’s ongoing drilling program, which will be directly affected by the availability of capital, drilling and production costs, availability and cost of drilling services and equipment, lease expirations, transportation constraints, regulatory approvals and other factors, as well as actual drilling results, including geological and mechanical factors affecting recovery rates. Estimates of ultimate recovery from reserves may change significantly as development of the Company’s core assets provide additional data. In addition, the Company’s production forecasts and expectations for future periods are dependent upon many assumptions, including estimates of production decline rates from existing wells and the undertaking and outcome of future drilling activity, which may be affected by significant commodity price declines or drilling cost increases. Forward-Looking / Cautionary Statements 2

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Capitalizing on Contiguous Acreage Position ~80% of acreage covered by Earth Model 1 Representative of Company’s Permian - Garden City acreage only, as of 6/30/16 2 Laredo is the sole owner of Laredo Midstream Services, LLC, which is a JV partner of Medallion Gathering & Processing, LLC (‘‘Medallion’’), and has built or contributed to the building of an extensive oil gathering and pipeline infrastructure system, which, after completion of current projects, will include more than 500 miles of pipeline in the Midland Basin 145,562 gross/125,915 net acres1 Laredo leasehold Production corridor (existing) Corridor benefits Contiguous acreage position with ~4,500 gross vertical feet of prospective zones enables: >80% of acreage supporting >10,000’ laterals Centralized infrastructure in multiple production corridors increasing capital and operational efficiencies 46,202 BOE/D of net production (Q1 2016) 49% ownership of premier pipeline in the most productive regions of Midland Basin2 3

GRAPHIC

 


Midland Basin Acreage Acquisition Bolsters Existing Footprint Acquisition overview: $125 MM purchase price1 300 BOE/D Laredo-operated production ~9,200 net acres Increases working interest in current western Glasscock and Reagan County leasehold Facilitates value-added new Western Glasscock production corridor 100% of acquired acreage covered with Earth Model 4 1 $92.7 MM closed on 7/13/2016 and $32.3 MM expected to close upon the satisfaction of certain preferential purchase rights or consents

GRAPHIC

 


Acquiring Acreage Accretive to Existing Portfolio Acquiring ~9,200 net acres ~6,300 in Spraberry formation ~2,900 in Spraberry, Upper Wolfcamp, Middle Wolfcamp, Lower Wolfcamp, Canyon and Cline zones Acquired acreage similar to best of existing portfolio due to: Well locations are 10,000’ or greater High working interest Stacked proven zones Blocked-up acreage position supports value-enhancing production corridors Earth Model coverage across position 5

GRAPHIC

 


Oil, Natural Gas & Natural Gas Liquids Hedges OIL1 2Q-16 - 4Q-16 2017 2018 Total Puts: Hedged volume (Bbls) 1,572,000 1,049,375 1,049,375 3,196,750 Weighted average price ($/Bbl) $43.09 $60.00 $60.00 $54.14 Swaps: Hedged volume (Bbls) 1,182,500 2,007,500 1,095,000 3,893,700 Weighted average price ($/Bbl) $84.82 $51.54 $52.12 $58.46 Collars: Hedged volume (Bbls) 2,743,750 2,628,000 4,461,500 Weighted average floor price ($/Bbl) $73.99 $60.00 $65.74 Weighted average ceiling price ($/Bbl) $89.63 $97.22 $94.10 Total volume with a floor (Bbls) 5,498,250 5,684,875 2,144,375 11,551,950 Weighted-average floor price ($/Bbl) $67.48 $57.01 $55.98 $60.08 Note: Open positions as of 03/31/16, including hedges placed through 07/13/16 1 Oil derivatives are settled based on the month's average daily NYMEX price of WTI Light Sweet Crude Oil 2 Natural gas derivatives are settled based on Inside FERC index price for West Texas Waha for the calculation period 3 Natural gas liquids derivatives are settled based on the month’s daily average of OPIS Mt. Belvieu Purity Ethane and TET Propane NATURAL GAS2 Puts: Hedged volume (MMBtu) 8,040,000 8,220,000 16,260,000 Weighted average floor price ($/MMBtu) $2.50 $2.50 $2.50 Collars: Hedged volume (MMBtu) 14,025,000 10,731,000 4,635,500 24,750,500 Weighted average floor price ($/MMBtu) $3.00 $2.76 $2.50 $2.80 Weighted average ceiling price ($/MMBtu) $5.60 $3.53 $3.60 $4.33 Total volume with a floor (MMBtu) 14,025,000 18,771,000 12,855,500 41,010,500 Weighted-average floor price ($/MMBtu) $3.00 $2.65 $2.50 $2.68 6 NATURAL GAS LIQUIDS3 Swaps - Ethane: Hedged volume (Bbls) 444,000 Weighted average price ($/Bbl) $11.24 Swaps - Propane: Hedged volume (Bbls) 375,000 Weighted average price ($/Bbl) $22.26 Total volume with a floor (Bbls) 819,000

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