0001104659-13-087035.txt : 20131126 0001104659-13-087035.hdr.sgml : 20131126 20131126080909 ACCESSION NUMBER: 0001104659-13-087035 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20131125 FILED AS OF DATE: 20131126 DATE AS OF CHANGE: 20131126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Laredo Petroleum Holdings, 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 131242406 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO. CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 131242407 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 FORMER NAME: FORMER CONFORMED NAME: WARBURG PINCUS & CO DATE OF NAME CHANGE: 19940901 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Partners LLC CENTRAL INDEX KEY: 0001322709 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 131242408 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Landy Joseph P. CENTRAL INDEX KEY: 0001220638 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 131242409 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER NAME: FORMER CONFORMED NAME: LANDY JOSEPH DATE OF NAME CHANGE: 20030225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAYE CHARLES R CENTRAL INDEX KEY: 0001239318 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 131242410 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: Warburg Pincus Private Equity IX, L.P. CENTRAL INDEX KEY: 0001332737 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 131242412 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: Warburg Pincus IX LLC CENTRAL INDEX KEY: 0001342445 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35380 FILM NUMBER: 131242411 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 4 1 a4.xml 4 X0306 4 2013-11-25 0 0001528129 Laredo Petroleum Holdings, Inc. LPI 0001332737 Warburg Pincus Private Equity IX, L.P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001342445 Warburg Pincus IX LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001322709 Warburg Pincus Partners LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0000929408 WARBURG PINCUS & CO. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 1 0 1 0 0001162870 WARBURG PINCUS LLC C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001239318 KAYE CHARLES R C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001220638 Landy Joseph P. C/O WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock, par value $0.01 per share (''Common Stock'') 2013-11-25 4 J 0 4799982 0 D 55855020 D See Exhibit 99.1, note (1) See Exhibit 99.1, note (2) *** The Power of Attorney given by Warburg Pincus & Co. is filed as Exhibit 24.0 hereto. Exhibit List: Exhibit 24.0 - Power of Attorney Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Names and Addresses Exhibit 99.3 - Joint Filers' Signatures WARBURG PINCUS PRIVATE EQUITY IX, L.P. By: Warburg Pincus IX LLC, its General Partner By: Warburg Pincus Partners LLC, its Sole Member By: Warburg Pincus & Co., its Managing Member /s/ Steven G. Glenn Name: Steven G. Glenn Title: Attorney-in-Fact*** 2013-11-26 EX-24.0 2 ex-24d0.htm EX-24.0

Exhibit 24.0

 

POWER OF ATTORNEY

 

Each of the undersigned hereby constitutes and appoints each of Timothy J. Curt, Steven G. Glenn and Robert B. Knauss, acting individually or jointly, with full power of substitution and resubstitution, to have full power and authority to act in its or his name, place and stead and on the undersigned’s behalf as its or his true and lawful attorney-in-fact to:

 

(1)                                 execute and deliver for and on behalf of the undersigned filings, reports and schedules in accordance with Section 13 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act (including in each case any amendments, corrections, supplements or other changes thereto), and the rules promulgated under the Exchange Act;

 

(2)                                 do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such filings, reports, schedules and forms (including any amendments, corrections, supplements or other changes thereto) and timely file such with the United States Securities and Exchange Commission and any stock exchange, self-regulatory association or any other authority or person as may be required by law; and

 

(3)                                 take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

 

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming (i) any of the undersigned’s responsibilities to comply with the requirements of the Exchange Act or any liability for the undersigned’s failure to comply with such requirements or (ii) any obligation or liability that the undersigned incurs for profit disgorgement under Section 16(b) of the Exchange Act.

 

This Power of Attorney shall continue in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or by such attorneys-in-fact in a signed writing delivered to the undersigned.  This Power of Attorney hereby revokes the Power of Attorney dated December 12, 2012, and including any previously granted Power of Attorney, under which Scott A. Arenare was appointed to act on behalf of the undersigned, provided, however, it does not revoke, any other power of attorney that the undersigned has previously granted.

 



 

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney this 15th day of November, 2013.

 

 

WARBURG PINCUS & CO.

 

 

 

 

 

By:

/s/ Charles R. Kaye

 

 

Charles R. Kaye

 

 

Managing General Partner

 

 

 

 

 

 

 

By:

/s/ Joseph P. Landy

 

 

Joseph P. Landy

 

 

Managing General Partner

 

 

 

 

 

CHARLES R. KAYE

 

 

 

 

 

/s/ Charles R. Kaye

 

 

 

 

 

JOSEPH P. LANDY

 

 

 

 

 

/s/ Joseph P. Landy

 

 


EX-99.1 3 ex-99d1.htm EX-99.1

Exhibit 99.1

 

Designated Filer: Warburg Pincus Private Equity IX, L.P.

Issuer & Ticker Symbol: Laredo Petroleum Holdings, Inc. [LPI]

Date of Event Requiring Statement: November 25, 2013

 

Explanation of Responses:

 

(1)  This Form 4 is filed on behalf of Warburg Pincus Private Equity IX L.P., a Delaware limited partnership (“WP IX”).  Warburg Pincus IX LLC, a New York limited liability company (“WP IX GP”), is the general partner of WP IX. Warburg Pincus Partners LLC, a New York limited liability company (“WP Partners”), is the sole member of WP IX GP. Warburg Pincus & Co., a New York general partnership (“WP”), is the managing member of WP Partners. Warburg Pincus LLC, a New York limited liability company (“WP LLC”), manages WP IX. Charles R. Kaye and Joseph P. Landy are the Managing General Partners of WP and the Co-Chief Executive Officers and Managing Members of WP LLC and may be deemed to control WP IX, WP IX GP, WP Partners, WP and WP LLC (together with Messrs. Kaye and Landy, the “Warburg Pincus Reporting Persons”).

 

(2) On November 25, 2013, WP IX distributed, which distribution did not constitute a purchase or sale of securities, an aggregate of 4,799,982 shares of common stock of Laredo Petroleum Holdings, Inc.  (“Common Stock” and such entity, the “Company”) held by WP IX to its partners on a pro rata basis, for no consideration.

 

By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the Warburg Pincus Reporting Persons may be deemed to be beneficial owners of the 55,855,020 shares of Common Stock of the Company held by WP IX. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP IX, herein states that this Form 4 shall not be deemed an admission that it or he 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 or he has a pecuniary interest in such shares of Common Stock.

 

Solely for the purposes of Section 16 of the Exchange Act, each of WP IX, WP IX GP, WP Partners, and WP may be deemed a director-by-deputization by virtue of their contractual right to nominate a representative to serve on the board of directors of the Company.

 

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 4 ex-99d2.htm EX-99.2

Exhibit 99.2

 

Designated Filer: Warburg Pincus Private Equity IX, L.P.

Issuer & Ticker Symbol: Laredo Petroleum Holdings, Inc. [LPI]

Date of Event Requiring Statement: November 25, 2013

 

JOINT FILERS’ NAMES AND ADDRESSES

 

1.

Name:

Warburg Pincus IX LLC

 

Address:

c/o Warburg Pincus & Co.

 

 

450 Lexington Avenue

 

 

New York, NY 10017

 

 

 

2.

Name:

Warburg Pincus Partners LLC

 

Address:

c/o Warburg Pincus & Co.

 

 

450 Lexington Avenue

 

 

New York, NY 10017

 

 

 

3.

Name:

Warburg Pincus LLC

 

Address:

450 Lexington Avenue

 

 

New York, NY 10017

 

 

 

4.

Name:

Warburg Pincus & Co.

 

Address:

450 Lexington Avenue

 

 

New York, NY 10017

 

 

 

5.

Name:

Charles R. Kaye

 

Address:

c/o Warburg Pincus & Co.

 

 

450 Lexington Avenue

 

 

New York, NY 10017

 

 

 

6.

Name:

Joseph P. Landy

 

Address:

c/o Warburg Pincus & Co.

 

 

450 Lexington Avenue

 

 

New York, NY 10017

 


EX-99.3 5 ex-99d3.htm EX-99.3

Exhibit 99.3

 

Designated Filer: Warburg Pincus Private Equity IX, L.P.

Issuer & Ticker Symbol: Laredo Petroleum Holdings, Inc. [LPI]

Date of Event Requiring Statement: November 25, 2013

 

JOINT FILERS’ SIGNATURES

 

WARBURG PINCUS IX LLC

 

 

 

By: Warburg Pincus Partners LLC, its Sole Member

 

By: Warburg Pincus & Co., its Managing Member

 

 

 

By:

/s/ Steven G. Glenn

 

Date:

November 26, 2013

 

Name:

Steven G. Glenn

 

 

Title:

Attorney-in-Fact*

 

 

 

WARBURG PINCUS PARTNERS LLC

 

 

 

By: Warburg Pincus & Co., its Managing Member

 

 

 

By:

/s/ Steven G. Glenn

 

Date:

November 26, 2013

 

Name: Steven G. Glenn

 

 

Title:  Attorney-in-Fact*

 

 

 

WARBURG PINCUS LLC

 

 

 

By:

/s/ Steven G. Glenn

 

Date:

November 26, 2013

 

Name: Steven G. Glenn

 

 

 

Title:  Managing Director

 

 

 

WARBURG PINCUS & CO.

 

 

 

By:

/s/ Steven G. Glenn

 

Date:

November 26, 2013

 

Name: Steven G. Glenn

 

 

Title: Attorney-in-Fact*

 

 

 

CHARLES R. KAYE

 

 

 

By:

/s/ Steven G. Glenn

 

Date:

November 26, 2013

 

 

By:  Steven G. Glenn, Attorney-in-Fact*

 

 

 

JOSEPH P. LANDY

 

 

 

By:

/s/ Steven G. Glenn

 

Date:

November 26, 2013

 

 

By:  Steven G. Glenn, Attorney-in-Fact*

 

 

*The Power of Attorney given by each of Warburg Pincus & Co., Mr. Kaye and Mr. Landy is filed as Exhibit 24.0 hereto.