0001104659-15-023480.txt : 20150327 0001104659-15-023480.hdr.sgml : 20150327 20150327160110 ACCESSION NUMBER: 0001104659-15-023480 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20150326 FILED AS OF DATE: 20150327 DATE AS OF CHANGE: 20150327 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Laredo Petroleum, Inc. CENTRAL INDEX KEY: 0001528129 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 453007926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 15 W. SIXTH STREET STREET 2: SUITE 1800 CITY: TULSA STATE: OK ZIP: 74119 BUSINESS PHONE: 918-513-4570 MAIL ADDRESS: STREET 1: 15 W. SIXTH STREET STREET 2: SUITE 1800 CITY: TULSA STATE: OK ZIP: 74119 FORMER COMPANY: FORMER CONFORMED NAME: Laredo Petroleum Holdings, Inc. DATE OF NAME CHANGE: 20110816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 15730925 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WP Antero TopCo, Inc. CENTRAL INDEX KEY: 0001635306 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 15730926 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212 878 0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 a4.xml 4 X0306 4 2015-03-26 1 0001528129 Laredo Petroleum, Inc. LPI 0001635306 WP Antero TopCo, Inc. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001414565 Warburg Pincus Private Equity X, L.P. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock, par value $0.01 per share (''Common Stock'') 2015-03-26 4 S 0 6900452 11.05 D 0 D Common Stock 2015-03-26 4 J 0 6900452 11.05 D 0 I See Footnotes See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. See Exhibit 99.1; Note 3. See Exhibit 99.1 Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signatures By: /s/ Robert B. Knauss 2015-03-26 EX-99.1 2 ex-99d1.htm EX-99.1

Exhibit 99.1

Designated Filer:		WP Antero TopCo, Inc.
Issuer & Ticker Symbol:		Laredo Petroleum, Inc. [LPI]
Date of Event Requiring Statement:		March 26, 2015

Explanation of Responses:

(1) This Form 4 is filed on behalf of WP Antero TopCo, Inc., a Delaware corporation (“TopCo”). Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP X LP”), is the sole shareholder of TopCo (Topco and WP X LP, collectively, the “Warburg Pincus Reporting Person”).

(2) On March 26, 2015, after receiving HSR Approval, Topco sold an aggregate of 6,900,452 shares of common stock of Laredo Petroleum, Inc. (f/k/a Laredo Petroleum Holdings, Inc.) (“Common Stock” and such entity, the “Company”), pursuant to a stock purchase agreement, dated as of March 5, 2015, with certain affiliates named therein (the “Stock Purchase Agreement”), at a price of $11.05 per share.

(3) By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), WP X LP was deemed to be the beneficial owner of the 6,900,452 shares of Common Stock held by Topco prior to the consummation of the transactions contemplated by the Stock Purchase Agreement.

Due to the limitations on the number of Reporting Persons allowed on Form 4, Warburg Pincus X, L.P., a Delaware limited partnership and the general partner of WP X LP, and certain other affiliated partnerships, who may be deemed to hold beneficial ownership in the shares of Common Stock of the Company, report such beneficial ownership on separate Forms 4.

Pursuant to Rule 16a-1(a)(4) of the Exchange Act, WP X LP herein states that this Form 4 shall not be deemed an admission that it is the beneficial owner of any of the shares of Common Stock of the Company reported in this Form 4. Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of the Common Stock of the Company, except to the extent it has a pecuniary interest in such shares of Common Stock.

Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Person, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.

EX-99.2 3 ex-99d2.htm EX-99.2

Exhibit 99.2

Designated Filer:		WP Antero TopCo, Inc.
Issuer & Ticker Symbol:		Laredo Petroleum, Inc. [LPI]
Date of Event Requiring Statement:		March 26, 2015

Joint Filer Information

Joint Filers:

1. Name: WP Antero TopCo, Inc.

Address: 450 LEXINGTON AVENUE

New York, NY 10017

2. Name: Warburg Pincus Private Equity X, L.P.

Address: 450 LEXINGTON AVENUE

New York, NY 10017

EX-99.3 4 ex-99d3.htm EX-99.3

Exhibit 99.3

Designated Filer:		WP Antero TopCo, Inc.
Issuer & Ticker Symbol:		Laredo Petroleum, Inc. [LPI]
Date of Event Requiring Statement:		March 26, 2015

Joint Filers’ Signatures

WP ANTERO TOPCO, INC.

By: Warburg Pincus Private Equity X, L.P., its Sole Shareholder

By: Warburg Pincus X, L.P., its General Partner

By: Warburg Pincus X GP L.P., its General Partner

By: WPP GP LLC, its General Partner

By: Warburg Pincus Partners, L.P., its Managing Member

By: Warburg Pincus Partners GP LLC, its General Partner

By: Warburg Pincus & Co., its Managing Member

By:	/s/ Robert B. Knauss	Date:	March 26, 2015
	Name: Robert B. Knauss
	Title: Partner