0001104659-15-017802.txt : 20150309 0001104659-15-017802.hdr.sgml : 20150309 20150306173902 ACCESSION NUMBER: 0001104659-15-017802 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20150309 DATE AS OF CHANGE: 20150306 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO US, LLC GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS (BERMUDA) PRIVATE EQUITY LTD. GROUP MEMBERS: WARBURG PINCUS (BERMUDA) PRIVATE EQUITY X, L.P. GROUP MEMBERS: WARBURG PINCUS (BERMUDA) PRIVATE EQUITY X, LLC GROUP MEMBERS: WARBURG PINCUS (BERMUDA) X, L.P. GROUP MEMBERS: WARBURG PINCUS (BERMUDA) X, LTD. GROUP MEMBERS: WARBURG PINCUS (E&P) X L.P. GROUP MEMBERS: WARBURG PINCUS (E&P) X LLC GROUP MEMBERS: WARBURG PINCUS IX GP L.P. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS (E&P) LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS GP LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS, L.P. GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY (E&P) X - A, L.P. GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY (E&P) X - B, L.P. GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY (E&P) X, INC. GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY X O&G, L.P. GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY X, L.P. GROUP MEMBERS: WARBURG PINCUS X GP L.P. GROUP MEMBERS: WARBURG PINCUS X PARTNERS, L.P. GROUP MEMBERS: WARBURG PINCUS X, L.P. GROUP MEMBERS: WP ANTERO TOPCO, INC. GROUP MEMBERS: WPP GP LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86527 FILM NUMBER: 15682781 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity IX, L.P. CENTRAL INDEX KEY: 0001332737 IRS NUMBER: 202975990 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D 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 SC 13D 1 a15-6040_1sc13d.htm SC 13D

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

(Rule 13d-101)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)
(Amendment No.     )*

 

Laredo Petroleum, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

516806 106

(CUSIP Number)

 

Laredo Petroleum, Inc.

15 W. Sixth Street

Suite 1800

Tulsa, OK 74119

Copies to:

Willkie Farr & Gallagher, LLP

787 Seventh Avenue

New York, New York 10019

Attn: Maurice Lefkort, Esq.

(212) 728 8239

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 5, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus Private Equity IX, L.P.
I.R.S. Identification Nos. of above persons (entities only)
20-2975990

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
46,215,059

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
46,215,059

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
46,215,059

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus IX GP L.P.
I.R.S. Identification Nos. of above persons (entities only)
20-2975945

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
46,215,059

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
46,215,059

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
46,215,059

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
21.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
WPP GP LLC
I.R.S. Identification Nos. of above persons (entities only)
47-2029791

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
70,043,481

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
70,043,481

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
70,043,481

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
33.0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

4



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only)
13-4069737

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
70,043,481

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
70,043,481

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
70,043,481

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
33.0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

5



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus Partners GP LLC
I.R.S. Identification Nos. of above persons (entities only)
47-1971658

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
70,043,481

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
70,043,481

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
70,043,481

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
33.0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

6



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus & Co.
I.R.S. Identification Nos. of above persons (entities only)
13-6358475

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
70,043,481

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
70,043,481

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
70,043,481

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
33.0%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

7



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
WP Antero TopCo, Inc.
I.R.S. Identification Nos. of above persons (entities only)
26-3735042

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
6,900,452

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
6,900,452

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,900,452

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.3%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

8



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus Private Equity X, L.P.
I.R.S. Identification Nos. of above persons (entities only)
26-0849130

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
6,900,452

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
6,900,452

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,900,452

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.3%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

9



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus X, L.P.
I.R.S. Identification Nos. of above persons (entities only)
26-0403670

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
23,828,422

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
23,828,422

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
23,828,422

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
11.2%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

10



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus X GP L.P.
I.R.S. Identification Nos. of above persons (entities only)
26-0403605

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
23,828,422

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
23,828,422

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
23,828,422

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
11.2%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

11



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus X Partners, L.P.
I.R.S. Identification Nos. of above persons (entities only)
26-0869910

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
1,291,411

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
1,291,411

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,291,411

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
Less than 1%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

12



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus Private Equity X O&G, L.P.
I.R.S. Identification Nos. of above persons (entities only)
26-3605628

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
15,636,559

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
15,636,559

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
15,636,559

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
7.4%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

13



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus Private Equity (E&P) X, Inc.
I.R.S. Identification Nos. of above persons (entities only)
27-3764107

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
4,847,321

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
4,847,321

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,847,321

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.3%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

14



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus Private Equity (E&P) X-B, L.P.
I.R.S. Identification Nos. of above persons (entities only)
27-3762954

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
4,847,321

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
4,847,321

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,847,321

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.3%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

15



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus (E&P) X, L.P.
I.R.S. Identification Nos. of above persons (entities only)
27-3763776

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
11,747,773

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
11,747,773

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,747,773

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

16



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus (E&P) X LLC
I.R.S. Identification Nos. of above persons (entities only)
27-3763653

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
11,747,773

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
11,747,773

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,747,773

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

17



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus Partners (E&P) LLC
I.R.S. Identification Nos. of above persons (entities only)
27-3763498

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
11,747,773

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
11,747,773

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,747,773

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

18



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus & Company US, LLC
I.R.S. Identification Nos. of above persons (entities only)
26-1609068

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
11,747,773

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
11,747,773

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
11,747,773

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.5%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

19



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus Private Equity (E&P) X-A, L.P.
I.R.S. Identification Nos. of above persons (entities only)
27-3762729

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
6,900,452

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
6,900,452

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,900,452

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
3.3%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

20



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus (Bermuda) Private Equity X, LLC
I.R.S. Identification Nos. of above persons (entities only)
26-3946042

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WL

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
5,878,873

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
5,878,873

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,878,873

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.8%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

21



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus (Bermuda) Private Equity X, L.P.
I.R.S. Identification Nos. of above persons (entities only)
98-0584170

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
5,878,873

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
5,878,873

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,878,873

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

22



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus (Bermuda) X, L.P.
I.R.S. Identification Nos. of above persons (entities only)
98-0587706

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
5,878,873

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
5,878,873

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,878,873

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.8%

 

 

14.

Type of Reporting Person (See Instructions)
PN

 

23



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus (Bermuda) X, Ltd.
I.R.S. Identification Nos. of above persons (entities only)
98-0591812

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

Not applicable

 

 

6.

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
5,878,873

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
5,878,873

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,878,873

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.8%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

24



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Warburg Pincus (Bermuda) Private Equity Ltd.
I.R.S. Identification Nos. of above persons (entities only)
01-0569187

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
Bermuda

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
5,878,873

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
5,878,873

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
5,878,873

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
2.8%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

25



 

 

1.

Name of Reporting Person
Warburg Pincus LLC
I.R.S. Identification Nos. of above persons (entities only)
13-3536050

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
87,670,127

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
87,670,127

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
87,670,127

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
41.3%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

26



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Charles R. Kaye
I.R.S. Identification Nos. of above persons (entities only)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
178,358

 

8.

Shared Voting Power
87,670,127

 

9.

Sole Dispositive Power
178,358

 

10.

Shared Dispositive Power
87,670,127

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
87,848,485

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
41.4%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

27



 

CUSIP No. 516806 106

 

 

1.

Name of Reporting Person
Joseph P. Landy
I.R.S. Identification Nos. of above persons (entities only)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
Not applicable

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
84,953

 

8.

Shared Voting Power
87,670,127

 

9.

Sole Dispositive Power
84,953

 

10.

Shared Dispositive Power
87,670,127

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
87,755,080

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
41.3%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

28



 

SCHEDULE 13D

 

Item 1.           Security and Issuer

 

This Statement on Schedule 13D (the “Schedule 13D”) relates to shares of common stock, par value $0.01 per share, of Laredo Petroleum, Inc.  (the “Shares”). The name of the issuer is Laredo Petroleum, Inc., a Delaware corporation (f/k/a Laredo Petroleum Holdings, Inc.) (the “Issuer”).  The principal executive offices of the Issuer are 15 W. Sixth Street, Suite 1800, Tulsa, OK 74119.

 

Item 2.           Identity and Background

 

(a)           This Schedule 13D is filed jointly on behalf of:  (i) Warburg Pincus Private Equity IX, L.P., a Delaware limited partnership (“WP Private Equity IX”), (ii) Warburg Pincus IX GP, L.P., a Delaware limited partnership (“WP IX GP”), (iii) WP Antero TopCo, Inc., a Delaware corporation (“TopCo”), (iv) Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (“WP Private Equity X”), (v) Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (“WP X O&G”), (vi) Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”), (vii) Warburg Pincus X, L.P., a Delaware limited partnership (“WP X”), (viii) Warburg Pincus X GP, L.P., a Delaware limited partnership (“WP X GP”), (ix) WPP GP LLC, a Delaware limited liability company, (x) Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), (xi) Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”), (xii) Warburg Pincus & Co, a New York general partnership (“WP&Co”), (xiii) Warburg Pincus Private Equity (E&P) X-A, L.P., a Delaware limited partnership (“WP E&P X-A”), (xiv) Warburg Pincus Private Equity (E&P) X, Inc., a Delaware corporation (“WP E&P X”), (xv) Warburg Pincus Private Equity (E&P) X-B, L.P., a Delaware limited partnership (“WP E&P X-B”), (xvi) Warburg Pincus (E&P) X, L.P., a Delaware limited partnership (“WP E&P X LP”), (xvii) Warburg Pincus (E&P) X LLC, a Delaware limited liability company (“WP E&P X LLC”), (xviii) Warburg Pincus Partners  (E&P) LLC, a Delaware  limited liability company (“WP Partners E&P”), (xix) Warburg Pincus & Company US, LLC, a New York limited liability company (“WP&Co US”), (xx) Warburg Pincus (Bermuda) Private Equity X, LLC, a Delaware limited liability company (“WP Bermuda X”), (xxi) Warburg Pincus (Bermuda) Private Equity X, L.P., a Bermuda limited partnership (“WP Private Equity Bermuda X”), (xxii) Warburg Pincus (Bermuda) X, L.P., a Bermuda limited partnership (“WP Bermuda X LP”), (xxiii) Warburg Pincus (Bermuda) X, Ltd., a Bermuda limited company (“WP Bermuda X Ltd”), (xxiv) Warburg Pincus (Bermuda) Private Equity Ltd., a Bermuda limited company (“WP Bermuda Private Equity”), (xxv)Warburg Pincus LLC, a New York limited liability company (“WP LLC”) and (xxvi) Messrs. Charles R. Kaye and Joseph P. Landy (collectively, the “Warburg Pincus Reporting Persons”).  The agreement among the Warburg Pincus Reporting Persons to file this Statement in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is attached hereto as Exhibit 1.

 

(b)           The address of the principal business and principal office of the Warburg Pincus Reporting Persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.  Additional information relating to the Warburg Pincus Reporting Persons is included on Schedule A hereto.

 

(c)           The principal business of the Warburg Pincus Reporting Persons is as follows:  (i) WP Private Equity IX:  making private equity investments, (ii) WP IX GP:  serving as the general partner of WP Private Equity IX, (iii) TopCo:  making private equity investments, (iv) WP Private Equity X:  making private equity investments, (v) WP X O&G:  making private equity investments, (vi) WP X Partners:  making private equity investments, (vii) WP X:  serving as the general partner of WP Private Equity X, WP X O&G, and WP X Partners, (viii) WP X GP:  serving as the general partner of WP X, (ix) WPP GP LLC:  serving as the general partner of WP IX GP and WP X GP, (x) WP Partners:  serving as the managing member of WPP GP LLC, (xi) WP Partners GP: serving as the general partner of WP Partners, (xii) WP&Co:  serving as the managing member of WP Partners GP and as the ultimate general partner of other private equity funds, (xiii) WP E&P X-A:  making private equity investments, (xiv) WP E&P X:  making private equity investments, (xv) WP E&P X-B:  serving as the sole shareholder of WP E&P X, (xvi) WP E&P X LP:  serving as the general partner of WP E&P X-A and WP E&P X-B, (xvii) WP E&P X LLC:  serving as the general partner of WP E&P X LP, (xviii) WP Partners E&P:  serving as the sole member of WP E&P X LLC, (xix) WP&Co US serving as the managing member of WP Partners E&P, (xx) WP Bermuda X:  making private equity investments, (xxi) WP Private Equity Bermuda X:  serving as the sole member of WP Bermuda X, (xxii) WP Bermuda X LP:  serving as the GP of WP Private Equity Bermuda X, (xxiii) WP Bermuda X Ltd:  serving as the GP of WP Bermuda X LP, (xxiv) WP Bermuda Private Equity: serving as the sole equityholder of WP Bermuda X Ltd., (xxv) WP LLC: the manager of each of WP Private Equity IX, WP Bermuda X, WP Private Equity Bermuda X, WP X O&G, WP E&P X-A, WP E&P X-B, WP X Partners, and WP Private Equity X, and (xxvi) Messrs. Kaye and Landy:  acting as directors and co-chairmen of WP Bermuda Private Equity, managing general partners of WP&Co and WP&Co US and Co-Chief Executive Officers and managing members of WP LLC.  The principal business of the persons listed on Schedule A is as set forth on Schedule A.

 

29



 

(d)           During the last five years, none of the Warburg Pincus Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor, to the knowledge of the Warburg Pincus Reporting Persons, have any of the persons named on Schedule A.

 

(e)           During the last five years, none of the Warburg Pincus Reporting Persons nor, to the knowledge of the Warburg Pincus Reporting Persons, any of the persons listed on Schedule A, has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)            Messrs. Kaye and Landy are citizens of the United States of America, and except as otherwise indicated on Schedule A each of the individuals referred to on Schedule A hereto is a citizen of the United States of America.

 

Item 3.           Source and Amount of Funds

 

As of February 27, 2015, WP Private Equity IX owned 46,215,059 Shares, WP X Partners owned 367,611 Shares and WP X O&G owned 11,287,457 Shares.  Each of WP Private Equity IX, WP X Partners and WP X O&G acquired their respective shares as a result of their investment in the Issuer’s predecessor prior to the Issuer’s public offering.  Such ownership was reported by each of WP Private Equity IX, WP X Partners and WP X O&G and certain affiliated entities on a Schedule 13G, as amended from time to time in the ordinary course.  As a result of the acquisition of additional Shares, the Warburg Pincus Reporting Persons are reporting their ownership on a Schedule 13D.

 

On March 2 2015, the Issuer conducted an underwritten public offering of Shares (the “Offering”).  In the Offering, the following Warburg Pincus Reporting Persons acquired the number of Shares set forth opposite their name at a price of $11.05 per Share:  TopCo: 6,900,452 shares, WP X Partners: 923,800 shares, WP X O&G: 4,349,102 shares, WP E&P X: 4,847,321 shares, WP E&P X-A: 6,900,452 shares, and WP Bermuda X: 5,878,873 shares.  All of the funds required for the purchase for each of such Warburg Pincus Reporting Persons were obtained from the working capital of such Warburg Pincus Reporting Persons, including from capital contributions from their respective limited partners.

 

Item 4.           Purpose of the Transaction

 

The acquisition of the Shares as indicated herein was effected in the ordinary course of business because of the belief that the Shares represent an attractive investment.  The Warburg Pincus Reporting Persons beneficially own the Shares as an investment.  Depending on prevailing market, economic, and other conditions, the Warburg Pincus Reporting Persons may from time to time acquire additional Shares or engage in discussions with the Issuer concerning future acquisitions of shares of its capital stock.  Such acquisitions may be made by means of open-market purchases, privately negotiated transactions, direct acquisitions from the Issuer, or otherwise.  The Warburg Pincus Reporting Persons intend to review their investment in the Issuer on a continuing basis, and depending upon the price and availability of shares of the Issuer’s capital stock, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Warburg Pincus Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer, including by distributing Shares pro rata to the beneficial owners of one or more of the Warburg Pincus Reporting Persons.

 

In addition, the Warburg Pincus Reporting Persons will routinely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and any proposals received from third parties with respect to the Issuer.  The Warburg Pincus Reporting Persons may discuss such matters with management or directors of the Issuer, existing or potential strategic partners, persons who have expressed an interest in acquiring all or a portion of the Issuer’s equity interests, sources of credit and other investors.  In evaluating the Issuer, the Warburg Pincus Reporting Persons will also consider alternative investment opportunities available to them, the Warburg Pincus Reporting Persons’ liquidity requirements and other investment considerations.

 

The factors described in the preceding paragraphs may materially affect, and result in, the Warburg Pincus Reporting Persons proposing changes in the Issuer’s operations, governance or capitalization or proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.  The Warburg Pincus Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Issuer or dispose of all or a portion of their investment in the Issuer in privately negotiated transactions.  The Warburg Pincus Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing as to the Issuer.

 

30



 

On March 5, 2015, WP X O&G (“Buyer”) entered into a stock purchase agreement (“Stock Purchase Agreement”) with each of TopCo, WP E&P X, WP E&P X-A, and WP Bermuda X (each a “Seller”).  Pursuant to the terms of the Stock Purchase Agreement, Buyer agreed to purchase the shares acquired by the Seller in the Offering at a price of $11.05 per share (less any dividends received) subject to the receipt of approval under the Hart-Scott-Rodino Antitrust Improvement Act of 1976.  A copy of the Stock Purchase Agreement is included as Exhibit 3 to this Schedule 13D.

 

Item 5.           Interest in Securities of the Issuer

 

Immediately following the offering described in Item 3 above, each of the Warburg Pincus Reporting Persons had the following beneficial ownership of Shares (percentages are based on 143,263,488 Shares reported as outstanding in the Issuer’s Form 10-K for the year ended December 31, 2014 and 69,000,000 Shares sold in the Offering):

 

(i)            WP Private Equity IX had shared dispositive and voting power over 46,215,059 Shares, representing 21.8% of the outstanding Shares.

 

(ii)           WP IX GP by virtue of its status as the general partner of WP Private Equity IX had shared dispositive and voting power over 46,215,059 Shares, representing 21.8% of the outstanding Shares.

 

(iii)          TopCo had shared dispositive and voting power over 6,900,452 Shares, representing 3.3% of the outstanding Shares.

 

(iv)          WP Private Equity X by virtue of its status as the sole shareholder of TopCo had shares dispositive and voting power over 6,900,452 Shares, representing 3.3% of the outstanding Shares.

 

(v)           WP X O&G had shared dispositive and voting power 15,636,559 Shares sold in the offering, representing 7.4% of the outstanding Shares.

 

(vi)          WP X Partners had shared dispositive and voting power over 1,291,411 Shares, representing less than 1.0 % of the outstanding Shares.

 

(vii)         WP X by virtue of its status as the general partner of WP Private Equity X, WP X O&G and WP X Partners had shared dispositive and voting power over 23,828,422 Shares, representing 11.2% of the outstanding Shares.

 

(viii)        WP X GP LP by virtue of its status as the general partner of WP X had shared dispositive and voting power over 23,828,422 Shares, representing 11.2% of the outstanding Shares.

 

(ix)          WPP GP LLC by virtue of its status as the general partner of WP IX GP and WP X GP had shared dispositive and voting power over 70,043,481 Shares, representing 33.0% of the outstanding Shares.

 

(x)           WP Partners by virtue of its status as the managing member of WPP GP LLC had shared dispositive and voting power over 70,043,481 Shares, representing 33.0% of the outstanding Shares.

 

(xi)          WP Partners GP by virtue of its status as the general partner of WP Partners had shared dispositive and voting power over 70,043,481 Shares, representing 33.0% of the outstanding Shares.

 

(xii)         WP&Co by virtue of its status as the sole member of WP Partners GP had shared dispositive and voting power over 70,043,481 Shares, representing 33.0% of the outstanding Shares.

 

(xiii)        WP E&P X-A had shared dispositive and voting power over 6,900,452 Shares, representing 3.3% of the outstanding Shares.

 

(xiv)        WP E&P X had shared dispositive and voting power over 4,847,321 Shares, representing 2.3% of the outstanding Shares.

 

(xv)         WP E&P X-B by virtue of its status as the sole shareholder of WP E&P X had shared dispositive and voting power over 4,847,321 Shares, representing 2.3% of the outstanding Shares.

 

31



 

(xvi)        WP E&P X LP by virtue of its status as the general partner of WP E&P X-A and WP E&P X-B had shared dispositive and voting power over 11,747,773 Shares, representing 5.5% of the outstanding Shares.

 

(xvii)       WP E&P X LLC by virtue of its status as the general partner of WP E&P X LP had shared dispositive and voting power over 11,747,773 Shares, representing 5.5% of the outstanding Shares.

 

(xviii)      WP Partners E&P by virtue of its status as the sole member of WP E&P X LLC had shared dispositive and voting power over 11,747,773 Shares, representing 5.5% of the outstanding Shares.

 

(xix)        WP&Co US by virtue of its status as the managing  member of WP Partners E&P had shared dispositive and voting power over 11,747,773 Shares, representing 5.5% of the outstanding Shares.

 

(xx)         WP Bermuda X had shared dispositive and voting power over 5,878,873 Shares, representing 2.8% of the outstanding Shares.

 

(xxi)        WP Private Equity Bermuda X by virtue of its status as the sole stockholder of WP Bermuda X had shared dispositive and voting power over 5,878,873 Shares, representing 2.8% of the outstanding Shares.

 

(xxii)       WP Bermuda X LP by virtue of its status as the general partner of WP Private Equity Bermuda X had shared dispositive and voting power over 5,878,873 Shares, representing 2.8% of the outstanding Shares.

 

(xxiii)      WP Bermuda X Ltd by virtue of its status as the general partner of WP Bermuda X LP had shared dispositive and voting power over 5,878,873 Shares, representing 2.8% of the outstanding Shares.

 

(xxiv)     WP Bermuda Private Equity by virtue of its status as the sole owner of WP Bermuda X Ltd. had shared dispositive and voting power over 5,878,873 Shares, representing 2.8% of the outstanding Shares.

 

(xxv)      WP LLC by virtue of its status as manager of WP Private Equity IX, WP Bermuda X, WP Private Equity Bermuda X, WP X O&G, WP E&P X-A, WP E&P X-B, WP X Partners, and WP Private Equity X had shared dispositive and voting power over 87,670,127 Shares, representing 41.3% of the outstanding Shares.

 

(xxvi)     Charles R. Kaye by virtue of his status as director and co-chairman of WP Bermuda Private Equity, Managing General Partner of WP&Co and WP&Co US and Co-Chief Executive Officer and Managing Member of WP LLC had shared dispositive and voting power over 87,670,127 Shares and sole dispositive and voting power over 178,358(1) Shares, representing in the aggregate 41.4% of the outstanding Shares.

 

(xxvii)    Joseph P. Landy by virtue of his status as director and co-chairman of WP Bermuda Private Equity, Managing General Partner of WP&Co and WP&Co US and Co-Chief Executive Officer and Managing Member of WP LLC had shared dispositive and voting power over 87,670,127 Shares and sole dispositive and voting power over 84,953 Shares, representing in the aggregate 41.3% of the outstanding Shares.

 

The information as provided on Schedule A to this Schedule 13D is hereby incorporated by reference.

 

Each of the Warburg Pincus Reporting Persons could be deemed to have beneficial ownership of all of the shares reported in this Schedule 13D; nevertheless, each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of shares in excess of that reported in this Item 5.  Each of Messrs. Kaye and Landy disclaims beneficial ownership of the shares of common stock owned by the other Warburg Reporting Persons.

 

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.

 


(1)  Such 178,358 Shares are held as follows: 142,703 Shares by Charles R. Kaye; 11,885 Shares by The Nicole Kaye 2013 GST Trust; 11,885 Shares by The Sydney Kaye 2013 GST Trust; and 11,885 Shares by The Tyler Kaye 2013 GST Trust.

 

32



 

Item 6.           Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

A Registration Rights Agreement, by and between the Issuer and WP Private Equity IX, WP X O&G, and WP X Partners (collectively, the “Registration Rights Parties”), dated as of December 20, 2011 (the “Registration Rights Agreement”), provides that at any time after an initial public offering of the Issuer (an “IPO”), the Registration Rights Parties may require the Issuer to register the offer and sale of the number of registrable securities requested to be so registered pursuant to the terms therein.  Additionally, should the Issuer propose to file at any time after an IPO a registration statement under the Securities Act of 1933, as amended, with respect to an offering of common stock of the Issuer, the Registration Rights Parties and other holders of securities identified thereto may request to include in such registration statement the number of registrable securities as the Registration Rights Parties and other holders thereto may request.

 

A Stock Purchase Agreement, by and among WP X O&G and Topco, WP E&P X, WP E&P X-A, and WP Bermuda X (each, a “Seller”), dated as of March 5, 2015 (the “Stock Purchase Agreement”), provides that each Seller shall sell to WP X O&G the number of the Issuer’s Shares acquired by such Seller in the Offering, at a price of $11.05 per Share, pursuant to the terms therein (less any dividends received) subject to the receipt of approval under the Hart-Scott-Rodino Antitrust Improvement Act of 1976.

 

Item 7.           Material to be Filed as Exhibits

 

1.              Joint Filing Agreement, by and among the Warburg Pincus Reporting Persons, dated as of March 6, 2015.

 

2.              Registration Rights Agreement, by and among the Issuer and WP Private Equity IX, WP X O&G, WP X Partners, dated as of December 20, 2011.

 

3.              Stock Purchase Agreement, by and between WP X O&G and each of Topco, WP E&P X, WP E&P X-A, and WP Bermuda X (each, a “Seller”), dated as of March 5, 2015.

 

33



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: March 6, 2015

 

 

 

WARBURG PINCUS PRIVATE EQUITY IX, L.P.

 

By: Warburg Pincus IX 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

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS IX GP L.P.

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

34



 

Dated: March 6, 2015

 

 

 

WPP GP LLC

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS PARTNERS, L.P.

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS PARTNERS GP LLC

 

By: Warburg Pincus & Co., its managing member

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS & CO.

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

35



 

Dated: March 6, 2015

 

 

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY X, L.P.

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

36



 

Dated: March 6, 2015

 

 

 

WARBURG PINCUS X, L.P.

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS X GP L.P.

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

37



 

Dated: March 6, 2015

 

 

 

WARBURG PINCUS X PARTNERS, L.P.

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

38



 

Dated: March 6, 2015

 

 

 

WARBURG PINCUS PRIVATE EQUITY (E&P) X, INC.

 

By: Warburg Pincus Private Equity (E&P) X-B, L.P., its sole shareholder

 

By: Warburg Pincus (E&P) X, L.P., its general partner

 

By: Warburg Pincus (E&P) X LLC, its general partner

 

By: Warburg Pincus Partners (E&P) LLC, its sole member

 

By: Warburg Pincus & Company US, LLC, its managing member

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY (E&P) X-B, L.P.

 

By: Warburg Pincus (E&P) X, L.P., its general partner

 

By: Warburg Pincus (E&P) X LLC, its general partner

 

By: Warburg Pincus Partners (E&P) LLC, its sole member

 

By: Warburg Pincus & Company US, LLC, its managing member

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

39



 

Dated: March 6, 2015

 

 

 

WARBURG PINCUS PRIVATE EQUITY (E&P) X-A, L.P.

 

By: Warburg Pincus (E&P) X, L.P., its general partner

 

By: Warburg Pincus (E&P) X LLC, its general partner

 

By: Warburg Pincus Partners (E&P) LLC, its sole member

 

By: Warburg Pincus & Company US, LLC, its managing member

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

 

 

 

 

WARBURG PINCUS (E&P) X, L.P.

 

By: Warburg Pincus (E&P) X LLC, its general partner

 

By: Warburg Pincus Partners (E&P) LLC, its sole member

 

By: Warburg Pincus & Company US, LLC, its managing member

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

 

 

 

 

WARBURG PINCUS (E&P) X LLC

 

By: Warburg Pincus Partners (E&P) LLC, its sole member

 

By: Warburg Pincus & Company US, LLC, its managing member

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

40



 

Dated: March 6, 2015

 

 

 

WARBURG PINCUS PARTNERS (E&P) LLC

 

By: Warburg Pincus & Company US, LLC, its managing member

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

 

 

 

 

WARBURG PINCUS & COMPANY US, LLC

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

 

 

 

 

WARBURG PINCUS (BERMUDA) PRIVATE EQUITY X, LLC

 

By: Warburg Pincus (Bermuda) Private Equity X, L.P., its sole member

 

By: Warburg Pincus (Bermuda) X, L.P., its general partner

 

By: Warburg Pincus (Bermuda) X, Ltd., its general partner

 

By: Warburg Pincus (Bermuda) Private Equity Ltd., its sole shareholder

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorised Signatory

 

41



 

Dated: March 6, 2015

 

 

 

WARBURG PINCUS (BERMUDA) PRIVATE EQUITY X, L.P.

 

By: Warburg Pincus (Bermuda) X, L.P., its general partner

 

By: Warburg Pincus (Bermuda) X, Ltd., its general partner

 

By: Warburg Pincus (Bermuda) Private Equity Ltd., its sole shareholder

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorised Signatory

 

 

 

 

 

WARBURG PINCUS (BERMUDA) X, L.P.

 

By: Warburg Pincus (Bermuda) X, Ltd., its general partner

 

By: Warburg Pincus (Bermuda) Private Equity Ltd., its sole shareholder

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorised Signatory

 

 

 

 

 

WARBURG PINCUS (BERMUDA) X, LTD.

 

By: Warburg Pincus (Bermuda) Private Equity Ltd., its sole shareholder

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorised Signatory

 

 

 

 

 

WARBURG PINCUS (BERMUDA) PRIVATE EQUITY LTD.

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorised Signatory

 

42



 

Dated: March 6, 2015

 

 

 

WARBURG PINCUS LLC

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Managing Director

 

 

 

 

 

CHARLES R. KAYE

 

By:

/s/ Robert B. Knauss

 

Name: Charles R. Kaye

 

Title: Robert B. Knauss, Attorney-in-Fact*

 

 

 

 

 

JOSEPH P. LANDY

 

By:

/s/ Robert B. Knauss

 

Name: Joseph P. Landy

 

Title: Robert B. Knauss, Attorney-in-Fact*

 

* The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum, Inc. (f/k/a Laredo Petroleum Holdings, Inc.) and is hereby incorporated by reference.

 

43



 

SCHEDULE A

 

PART I

 

Set forth below is the name and present principal occupation of (i) each General Partner of WP&Co., (ii) each Member and Managing Director of WP LLC and (iii) each executive officer and director of each corporate Warburg Pincus Reporting Person.  The business address for each of such persons is c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, NY 10017.  All the directors and executive officers listed on this Schedule A are United States citizens except as otherwise noted below.

 

WP&Co

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP&CO., AND POSITIONS
WITH AFFILIATES OF WP&CO.

 

 

 

David Barr

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Alain J.P. Belda

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Alexander Berzofsky

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Anthony Robert Buonanno

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Sean D. Carney

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Mark M. Colodny

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Timothy J. Curt

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Cary J. Davis

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Uzair Dossani

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

44



 

Joseph Gagnon

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Timothy F. Geithner

 

Partner of WP&Co; Member, Managing Director and President of WP LLC

 

 

 

Steven G. Glenn

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Michael Graff

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Joie Gregor

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Christopher Gunther

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Patrick T. Hackett

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Fred Hassan

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

William Blake Holden

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Eddie Y. Huang

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

In Seon Hwang

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

William H. Janeway

 

Partner of WP&Co; Member and Senior Advisor of WP LLC

 

 

 

Kenneth I. Juster

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Peter R. Kagan

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Charles R. Kaye

 

Managing General Partner of WP&Co; Managing Member and Co-Chief Executive Officer of WP LLC

 

 

 

Noah Knauf

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Robert B. Knauss

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

David B. Krieger

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Rajveer Kushwaha

 

Partner of WP&Co; Member and Managing Director of WP

 

45



 

 

 

LLC

 

 

 

Joseph P. Landy

 

Managing General Partner of WP&Co; Managing Member and Co-Chief Executive Officer of WP LLC

 

 

 

James Levy

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Frank Marinaro

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Harsha Marti

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Michael Martin

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Vishnu Menon

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

James Neary

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Jeffrey Perlman

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Chandler Reedy

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

John Rowan

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Justin L. Sadrian

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Steven G. Schneider

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

John W. Shearburn

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Christopher H. Turner

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Elizabeth H. Weatherman

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

James W. Wilson

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Daniel Zamlong

 

Partner of WP&Co; Member and Managing Director of WP LLC

 

 

 

Daniel Zilberman

 

Partner of WP&Co; Member and Managing Director of WP

 

46



 

 

 

LLC

 

 

 

WP & Co. Partners, L.P.*

 

 

 

 

 

Warburg Pincus Principal Partnership, L.P.**

 

 

 

 

 

Warburg Pincus Real Estate Principal Partnership, L.P.**

 

 

 


*                                         New York limited partnership; primary activity is ownership interest in WP

**                                  Delaware limited partnership; primary activity is ownership interest in WP

 

WP LLC

 

NAME

 

PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH WP LLC, AND POSITIONS
WITH AFFILIATES OF WP LLC

 

 

 

Jonas Agesand (1)

 

Member and Managing Director of WP LLC

 

 

 

Jacques Aigrain (2)

 

Member and Senior Advisor of WP LLC; Partner of WP&Co

 

 

 

Bo Bai

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

David Barr

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Simon Begg (3)

 

Member and Managing Director of WP LLC

 

 

 

Alain J.P. Belda

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Alexander Berzofsky

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Paul Best (3)

 

Member and Managing Director of WP LLC

 

 

 

Peder Bratt (3)

 

Member and Managing Director of WP LLC

 

 

 

Anthony Robert Buonanno

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Sean D. Carney

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Julian Cheng (4)

 

Member and Managing Director of WP LLC

 

 

 

Mark M. Colodny

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Timothy J. Curt

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Cary J. Davis

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Uzair Dossani

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

47



 

Martin D. Dunnett (3)

 

Member and Managing Director of WP LLC

 

 

 

Simon Eyers (3)

 

Member and Managing Director of WP LLC

 

 

 

Joseph Gagnon

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Timothy F. Geithner

 

Member, Managing Director and President of WP LLC; Partner of WP&Co

 

 

 

Steven G. Glenn

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Jeffrey G. Goldfaden

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Michael Graff

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Joie Gregor

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Christopher Gunther

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Patrick T. Hackett

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Fred Hassan

 

Member and Senior Advisor of WP LLC; Partner of WP&Co

 

 

 

William Blake Holden

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Eddie Y. Huang

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

In Seon Hwang

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

William H. Janeway

 

Member and Senior Advisor of WP LLC; Partner of WP&Co

 

 

 

Kenneth I. Juster

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Peter R. Kagan

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Charles R. Kaye

 

Managing Member and Co-Chief Executive Officer of WP LLC;

Managing General Partner of WP&Co

 

 

 

Noah Knauf

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Robert B. Knauss

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

David B. Krieger

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Rajveer Kushwaha

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Joseph P. Landy

 

Managing Member and Co-Chief Executive Officer of WP LLC;

Managing General Partner of WP&Co

 

 

 

James Levy

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

David Hui Li (4)

 

Member and Managing Director of WP LLC

 

 

 

Vishal Mahadevia

 

Member and Managing Director of WP LLC

 

 

 

Niten Malhan (5)

 

Member and Managing Director of WP LLC

 

48



 

Frank Marinaro

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Harsha Marti

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Michael Martin

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Vishnu Menon

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Piero Minardi (6)

 

Member and Managing Director of WP LLC;

 

 

 

Nitin Nayar

 

Member and Managing Director of WP LLC

 

 

 

James Neary

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

René Obermann (7)

 

Member and Managing Director of WP LLC

 

 

 

Narendra Ostawal (5)

 

Member and Managing Director of WP LLC

 

 

 

Jeffrey Perlman

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Chandler Reedy

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

John Rowan

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Justin L. Sadrian

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Anish Saraf (5)

 

Member and Managing Director of WP LLC

 

 

 

Adarsh Sarma (5)

 

Member and Managing Director of WP LLC

 

 

 

Viraj Sawhney (5)

 

Member and Managing Director of WP LLC

 

 

 

Steven G. Schneider

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Joseph C. Schull (8)

 

Member and Managing Director of WP LLC

 

 

 

John W. Shearburn

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Biddanda N. Thimmaya (5)

 

Member and Managing Director of WP LLC

 

 

 

Christopher H. Turner

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Somit Varma (5)

 

Member and Managing Director of WP LLC

 

 

 

Elizabeth H. Weatherman

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Zhen Wei (4)

 

Member and Managing Director of WP LLC

 

 

 

James W. Wilson

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Daniel Zamlong

 

Member and Managing Director of WP LLC; Partner of WP&Co

 

 

 

Daniel Zilberman

 

Member and Managing Director of WP LLC; Partner of WP&Co

 


(1)         Citizen of Sweden

(2)         Citizen of France

 

49



 

(3)         Citizen of United Kingdom

(4)         Citizen of Hong Kong

(5)         Citizen of India

(6)         Citizen of Italy

(7)         Citizen of Germany

(8)         Citizen of Canada

 

TopCo

 

NAME

 

PRESENT PRINCIPAL OCCUPATION

 

 

 

Charles R. Kaye

 

Director and Co-President

 

 

 

Joseph P. Landy

 

Director and Co-President

 

 

 

Timothy J. Curt

 

Director, Vice President and Treasurer

 

 

 

Steven G. Glenn

 

Director, Vice President and Assistant Treasurer

 

 

 

Robert B. Knauss

 

Director, Vice President and Secretary

 

WP E&P X

 

NAME

 

PRESENT PRINCIPAL OCCUPATION

 

 

 

Charles R. Kaye

 

Director and Co-President

 

 

 

Joseph P. Landy

 

Director and Co-President

 

 

 

Timothy J. Curt

 

Director, Vice President and Treasurer

 

 

 

Steven G. Glenn

 

Director, Vice President and Assistant Treasurer

 

 

 

Robert B. Knauss

 

Director, Vice President and Secretary

 

WP Bermuda X Ltd

 

NAME

 

PRESENT PRINCIPAL OCCUPATION

 

 

 

Charles R. Kaye

 

Director

 

50



 

Joseph P. Landy

 

Director

 

 

 

Timothy J. Curt

 

Director and Treasurer

 

 

 

Steven G. Glenn

 

Director

 

WP Bermuda Private Equity

 

NAME

 

PRESENT PRINCIPAL OCCUPATION

 

 

 

Charles R. Kaye

 

Director and Co-Chairman

 

 

 

Joseph P. Landy

 

Director and Co-Chairman

 

 

 

Timothy J. Curt

 

Director and Authorised Person

 

 

 

Steven G. Glenn

 

Director and Authorised Person

 

51



 

PART II

 

To the knowledge of the Warburg Pincus Reporting Persons, listed below are the names of the executive officers and directors of certain Warburg Pincus Reporting Persons who directly beneficially own Shares along with the number of Shares each such person beneficially owns.  To the knowledge of the Warburg Pincus Reporting Persons except as noted below, (a) each person listed below has the sole power to vote or direct to vote and dispose or direct to dispose those Shares beneficially owned, directly or indirectly, by such person and (b) each person beneficially owns, directly or indirectly, Shares representing less than 1% of the Shares outstanding.

 

Name

 

Shares

Joseph P. Landy

 

See Item 5

Charles R. Kaye

 

See Item 5

Timothy J. Curt

 

26,833(2)

Steven G. Glenn

 

13,801

 

Except as set forth in Item 3, there have been no transactions in the class of securities reported on effected during the past sixty days by the persons listed on this Schedule A.

 

No other person on this Schedule A is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

 

There are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in this Schedule A and between such persons and any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 


(2)  Such 26,833 shares are held as follows: 19,405 Shares held by Timothy J. Curt; 1,725 Shares held by Timothy J. Curt and Dona Bissonette, JTWROS; and 5,703 Shares held by Timothy J. Curt Revocable Trust.

 

52


EX-99.1 2 a15-6040_1ex99d1.htm EX-99.1

Exhibit 1

 

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)(1)

 


 

The undersigned acknowledge and agree that: (i) the Schedule 13D to which this agreement relates (the “Schedule”) is filed on behalf of each of the undersigned; (ii) each person on whose behalf the Schedule and all subsequent amendments to the Schedule to which this agreement relates are filed are individually eligible to use the Schedule; (iii) the Schedule and all subsequent amendments to the Schedule to which this agreement relates shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements; (iv) the Schedule identifies all persons required to file a statement containing the information required by the Schedule with respect to the same securities; (v) each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making the filing, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

This agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

 

Dated:  March 6, 2015

 

[Signatures on following page]

 



 

Dated: March 6, 2015

 

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY IX, L.P.

 

By: Warburg Pincus IX 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

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS IX GP L.P.

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

[Signature Page to Laredo Joint Filing Agreement]

 



 

Dated: March 6, 2015

 

 

 

 

 

 

WPP GP LLC

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS PARTNERS, L.P.

 

By: Warburg Pincus Partners GP LLC, its general partner

 

By: Warburg Pincus & Co., its managing member

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS PARTNERS GP LLC

 

By: Warburg Pincus & Co., its managing member

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS & CO.

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Partner

 

[Signature Page to Laredo Joint Filing Agreement]

 



 

Dated: March 6, 2015

 

 

 

 

 

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY X, L.P.

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

[Signature Page to Laredo Joint Filing Agreement]

 



 

Dated: March 6, 2015

 

 

 

 

 

 

WARBURG PINCUS X, L.P.

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS X GP L.P.

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

[Signature Page to Laredo Joint Filing Agreement]

 



 

Dated: March 6, 2015

 

 

 

 

 

 

WARBURG PINCUS X PARTNERS, L.P.

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY X O&G, L.P.

 

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

 

Name: Robert B. Knauss

 

Title: Partner

 

[Signature Page to Laredo Joint Filing Agreement]

 



 

Dated: March 6, 2015

 

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY (E&P) X, INC.

 

By: Warburg Pincus Private Equity (E&P) X-B, L.P., its sole shareholder

 

By: Warburg Pincus (E&P) X, L.P., its general partner

 

By: Warburg Pincus (E&P) X LLC, its general partner

 

By: Warburg Pincus Partners (E&P) LLC, its sole member

 

By: Warburg Pincus & Company US, LLC, its managing member

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY (E&P) X-B, L.P.

 

By: Warburg Pincus (E&P) X, L.P., its general partner

 

By: Warburg Pincus (E&P) X LLC, its general partner

 

By: Warburg Pincus Partners (E&P) LLC, its sole member

 

By: Warburg Pincus & Company US, LLC, its managing member

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

[Signature Page to Laredo Joint Filing Agreement]

 



 

Dated: March 6, 2015

 

 

 

 

 

 

WARBURG PINCUS PRIVATE EQUITY (E&P) X-A, L.P.

 

By: Warburg Pincus (E&P) X, L.P., its general partner

 

By: Warburg Pincus (E&P) X LLC, its general partner

 

By: Warburg Pincus Partners (E&P) LLC, its sole member

 

By: Warburg Pincus & Company US, LLC, its managing member

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

 

 

 

 

WARBURG PINCUS (E&P) X, L.P.

 

By: Warburg Pincus (E&P) X LLC, its general partner

 

By: Warburg Pincus Partners (E&P) LLC, its sole member

 

By: Warburg Pincus & Company US, LLC, its managing member

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

 

 

 

 

WARBURG PINCUS (E&P) X LLC

 

By: Warburg Pincus Partners (E&P) LLC, its sole member

 

By: Warburg Pincus & Company US, LLC, its managing member

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

[Signature Page to Laredo Joint Filing Agreement]

 



 

Dated: March 6, 2015

 

 

 

 

WARBURG PINCUS PARTNERS (E&P) LLC

 

By: Warburg Pincus & Company US, LLC, its managing member

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

 

 

 

 

WARBURG PINCUS & COMPANY US, LLC

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorized Signatory

 

 

 

WARBURG PINCUS (BERMUDA) PRIVATE EQUITY X, LLC

 

By: Warburg Pincus (Bermuda) Private Equity X, L.P., its sole member

 

By: Warburg Pincus (Bermuda) X, L.P., its general partner

 

By: Warburg Pincus (Bermuda) X, Ltd., its general partner

 

By: Warburg Pincus (Bermuda) Private Equity Ltd., its sole shareholder

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorised Signatory

 

[Signature Page to Laredo Joint Filing Agreement]

 



 

Dated: March 6, 2015

 

 

 

 

 

 

WARBURG PINCUS (BERMUDA) PRIVATE EQUITY X, L.P.

 

By: Warburg Pincus (Bermuda) X, L.P., its general partner

 

By: Warburg Pincus (Bermuda) X, Ltd., its general partner

 

By: Warburg Pincus (Bermuda) Private Equity Ltd., its sole shareholder

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorised Signatory

 

 

 

 

 

WARBURG PINCUS (BERMUDA) X, L.P.

 

By: Warburg Pincus (Bermuda) X, Ltd., its general partner

 

By: Warburg Pincus (Bermuda) Private Equity Ltd., its sole shareholder

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorised Signatory

 

 

 

WARBURG PINCUS (BERMUDA) X, LTD.

 

By: Warburg Pincus (Bermuda) Private Equity Ltd., its sole shareholder

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorised Signatory

 

 

 

 

 

WARBURG PINCUS (BERMUDA) PRIVATE EQUITY LTD.

 

By:

/s/ Steven G. Glenn

 

Name: Steven G. Glenn

 

Title: Authorised Signatory

 

[Signature Page to Laredo Joint Filing Agreement]

 



 

Dated: March 6, 2015

 

 

 

 

 

 

WARBURG PINCUS LLC

 

By:

/s/ Robert B. Knauss

 

Name: Robert B. Knauss

 

Title: Managing Director

 

 

 

 

 

CHARLES R. KAYE

 

By:

/s/ Robert B. Knauss

 

Name: Charles R. Kaye

 

Title: Robert B. Knauss, Attorney-in-Fact*

 

 

 

 

 

JOSEPH P. LANDY

 

By:

/s/ Robert B. Knauss

 

Name: Joseph P. Landy

 

Title: Robert B. Knauss, Attorney-in-Fact*

 

* The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities & Exchange Commission on November 26, 2013 as an exhibit to a statement on Form 4 filed by Warburg Pincus Private Equity IX, L.P. with respect to Laredo Petroleum, Inc. (f/k/a Laredo Petroleum Holdings, Inc.) and is hereby incorporated by reference.

 

[Signature Page to Laredo Joint Filing Agreement]

 


EX-99.2 3 a15-6040_1ex99d2.htm EX-99.2

Exhibit 2

 

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made as of December 20, 2011 among Laredo Petroleum Holdings, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto.

 

Section 1. Certain Definitions. As used in this Agreement, capitalized terms not otherwise defined herein shall have the meanings ascribed to them below:

 

Business Day means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in The City of New York.

 

Board means the board of directors of the Company.

 

Common Stock means the common stock, par value $0.01 per share, of the Company, and any equity securities issued or issuable in exchange for or with respect to the Common Stock by way of a stock dividend, stock split or combination of shares or in connection with a reclassification, recapitalization, merger, consolidation or other reorganization or otherwise.

 

Demand Registration has the meaning set forth in Section 2 hereof.

 

Exchange Act means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

FINRA means the Financial Industry Regulatory Authority, Inc.

 

Holder or “Holders” means any Person who holds or shall acquire and hold Registrable Securities in accordance with the terms of this Agreement.

 

Institutional Investors means Warburg Pincus Private Equity IX, L.P., WP IX Finance LP, Warburg Pincus Private Equity X O&G, L.P. and Warburg Pincus X Partners, L.P. and each of their respective Affiliates, successors and assigns.

 

Investor Securities means Registrable Securities obtained by a Holder other than an Institutional Investor through the exchange of Preferred Units in the Merger.

 

Issuer Free Writing Prospectus means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of Registrable Securities.

 

IPO means a firm commitment underwritten initial public offering by the Company or its stockholders of Common Stock pursuant to an effective registration statement under the Securities Act (a) for which aggregate cash proceeds to be received by the Company from such offering (without deducting underwriting discounts, expenses and commissions) are at least $100,000,000, and (b) pursuant to which such Common Stock is authorized and approved for listing on the New York Stock Exchange or admitted to trading and quoted in the NASDAQ Global Market system.

 



 

Losses means all losses, claims, damages, liabilities, costs, expenses, judgments, fines, penalties, charges and amounts paid in settlement thereof, including, without limitation, reasonable attorney’s fees and any other fees and expenses incurred in connection with any investigation or Proceeding in connection therewith.

 

Majority Holders means Holders of more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Holders pursuant to Section 2 or Section 3 of this Agreement.

 

Management Securities means Registrable Securities obtained by a Holder through the exchange of Profits Units in the Merger.

 

Merger means the merger of Laredo Petroleum, LLC with and into the Company.

 

Person means any individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity or any governmental or regulatory body or other agency or authority or political subdivision thereof, including any successor, by merger or otherwise, of any of the foregoing.

 

Preferred Units means the preferred units issued by Laredo Petroleum, LLC.

 

Proceeding means an action, claim, suit, arbitration or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

 

Profits Units means the profits units issued by Laredo Petroleum, LLC.

 

Prospectus means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement, and all other amendments and supplements to the Prospectus, including, without limitation, post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

 

Registrable Securities means the shares of Common Stock issued to the Holders as set forth on Schedule I hereto. Any particular Registrable Securities shall cease to be Registrable Securities when (i) they are sold pursuant to an effective Registration Statement under the Securities Act, (ii) they are sold pursuant to Rule 144 (or any similar provision then in force under the Securities Act) and the transferee thereof does not receive “restricted securities” as defined in Rule 144, (iii) they cease to be outstanding, (iv) they have been sold in a private transaction in which the transferor’s rights hereunder are not assigned to the transferee of the securities in accordance with the terms herein, (v) they become eligible for resale pursuant to Rule 144(k) (or any similar rule then in effect under the Securities Act) and the holder of such securities does not then beneficially own more than 2% of such class of securities or (vi) they become eligible for resale pursuant to Rule 144 (or any similar rule then in effect under the

 

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Securities Act) and the holder of such securities does not then beneficially own more than 1% of such class of securities.

 

Registration Expenses means all fees and expenses (excluding underwriter discounts and commissions) incurred in connection with the Company’s performance of or compliance with the provisions of Section 2, including: (i) all registration, listing, qualification and filing fees (including FINRA filing fees); (ii) fees and expenses of compliance with state securities or “blue sky” laws (including counsel fees in connection with the preparation of a blue sky and legal investment survey and FINRA filings); (iii) printing and copying expenses; (iv) messenger, telephone and delivery expenses; (v) expenses incurred in connection with any road show; (vi) fees and disbursements of counsel for the Company; (vii) with respect to each registration, the fees and disbursements of one counsel for the selling Holder(s) selected by the Majority Holders; (viii) fees and disbursements of independent public accountants, including the expenses of any audit or “cold comfort” letter, and fees and expenses of other persons, including special experts, retained by the Company; (ix) underwriter fees, excluding discounts and commissions, and any other expenses which are customarily borne by the issuer or seller of securities in a public equity offering; and (x) all internal expenses of the Company (including all salaries and expenses of officers and employees performing legal or accounting duties).

 

Registration Statement means any registration statement of the Company under the Securities Act which permits the public offering of any of the Registrable Securities pursuant to the provisions herein, including, without limitation, the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

 

Rule 144 means Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

 

SEC means the Securities and Exchange Commission.

 

Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

Shelf Registration means a Demand Registration filed pursuant to Rule 415 of the Securities Act on Form S-3 or other comparable form that permits the Company to incorporate by reference all of its filings under the Exchange Act.

 

Warburg IX means both of Warburg Pincus Private Equity IX, L.P. and WP IX Finance LP

 

Warburg X means both of Warburg Pincus Private Equity X O&G L.P. and Warburg Pincus X Partners L.P.

 

Section 2. Demand Registration.

 

(a) Requests for Registration. Subject to the limits set forth in this Agreement, including, without limitation, the restrictions set forth in Section 4 hereof, at any time after an

 

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IPO, the Institutional Investors shall have the right, by delivering a written notice to the Company (a “Demand Notice”), to require the Company to register, pursuant to the terms herein and in accordance with the provisions of the Securities Act, the offer and sale of the number of Registrable Securities requested to be so registered pursuant to the terms herein (a “Demand Registration”). Within ten (10) days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all Holders. The Company shall, subject to the provisions of Section 2(b) hereof, include in such registration all Registrable Securities with respect to which the Company receives written requests for inclusion therein within ten (10) days after such Notice is given by the Company to Holders.

 

Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than thirty (30) days after receipt of such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

 

Warburg IX and Warburg X shall be entitled to two (2) Demand Registrations each; provided, however, that Warburg IX and Warburg X shall be entitled to an unlimited number of Demand Registrations that constitute Shelf Registrations. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur within any six (6) month period from the effective date of any Registration Statement filed pursuant to a prior Demand Notice or within one hundred twenty (120) days after the effective date of a Registration Statement filed by the Company; provided, however, that no Demand Registration may be prohibited for such 120-day period more often than once in a twelve (12) month period.

 

No Demand Registration shall be deemed to have occurred for purposes of this Section 2 if the Registration Statement relating thereto (i) does not become effective, (ii) is not maintained effective for the period required pursuant to this Section 2(a) or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period. In the case of each of clauses (i), (ii) and (iii), the requesting Holder shall be entitled to an additional Demand Registration.

 

All requests made pursuant to this Section 2 will specify the amount of Registrable Securities to be included in the Registration Statement and the intended methods of distribution thereof.

 

The Company shall be required to maintain the effectiveness of the Registration Statement (except in the case of a Shelf Registration) with respect to any Demand Registration for a period of at least one hundred eighty (180) days after the effective date thereof or such shorter period in which all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that such period shall be extended for a period of time equal to the period the Holder refrains from selling any securities included in such Registration Statement at the request of (x) an underwriter or (y) the Company pursuant to the provisions herein. The Company shall be required to maintain the effectiveness of a Registration Statement for a Shelf Registration at all times after the effective date thereof until all Registrable Securities included in such Registration Statement have actually been sold; provided, however, that any

 

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Holder of Registrable Securities that have been included in a Registration Statement for a Shelf Registration may request that such Registrable Securities be removed from such Registration Statement, in which event the Company shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities.

 

Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) each Shelf Registration shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder to allow for a distribution to, and resale by, the direct and indirect partners, members or stockholders of a Holder (a “Partner Distribution”) and (ii) the Company shall, at the reasonable request of any Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution.

 

(b)        Priority on Demand Registration. If any of the Registrable Securities included in a Demand Registration are to be sold in a firm commitment underwritten offering, and the managing underwriter or underwriters advise the Company or the Holders thereof in writing that in its or their view the total number or dollar amount of Registrable Securities proposed to be sold in such offering is such as to adversely affect the success of such offering (including, without limitation, Registrable Securities proposed to be included by other Holders entitled to participate in such offering pursuant to other registration rights granted herein), then the number of Registrable Securities that in the opinion of such managing underwriter can be sold without adversely affecting such offering shall be included in the following order:

 

First, Registrable Securities held by the Institutional Investors requesting the Demand Registration and then by the other Institutional Investors pro rata based on the amount of Registrable Securities held by such Institutional Investors;

 

SecondInvestor Securities, pro rata based on the amount of Investor Securities requested to be included by the Holders thereof; and

 

Third, Management Securities pro rata based on the amount of Management Securities requested to be included by the Holders thereof.

 

In connection with any Demand Registration to which the provisions of this subsection (b) apply, no securities other than Registrable Securities shall be covered by such Demand Registration, and such registration shall not reduce the number of available Demand Registrations under this Section 2 in the event that the Registration Statement excludes more than 20% of the aggregate number of Registrable Securities requested to be included by the Institutional Investors (whether pursuant to the Demand Notice or in response to the Notice).

 

(c)           Postponement of Demand Registration. The Company shall be entitled to postpone (but not more than once in any twelve-month period), for a reasonable period of time not in excess of sixty (60) days, the filing of a Registration Statement if the Company delivers to

 

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the Holders requesting registration a resolution of the Board that, in the good faith judgment of the Board, such registration and offering would reasonably be expected to materially adversely affect any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect the Company. Such Board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders receiving such resolution shall keep the information contained in such resolution confidential on the same terms set forth in Section 5(p). If the Company shall so postpone the filing of a Registration Statement, the Holder who made the Demand Registration shall have the right to withdraw the request for registration by giving written notice to the Company within twenty (20) days of the anticipated termination date of the postponement period, as provided in such resolution delivered to the Holders, and in the event of such withdrawal, such request shall not be counted for purposes of the number of Demand Registrations to which such Holder is entitled pursuant to the terms herein.

 

(d)       Use, and Suspension of Use, of Shelf Registration. If the Company has filed a Registration Statement for a Shelf Registration, the Company shall be entitled to suspend (but not more than an aggregate of ninety (90) days in any twelve month period), for a reasonable period of time not in excess of ninety (90) days, the offer or sale of Registrable Securities pursuant to such Registration Statement if (i) a “road show” is not then in progress with respect to a proposed offering of Registrable Securities pursuant to such Registration Statement and no Holder has executed an underwriting agreement with respect to a pending sale of Registrable Securities pursuant to such Registration Statement and (ii) the Company delivers to the Holders of Registrable Securities included in such Registration Statement a resolution of the Board that, in the good faith judgment of the Board, such offer or sale would reasonably be expected to materially adversely affect any bona fide material financing of the Company or any material transaction under consideration by the Company or would require disclosure of information that has not been disclosed to the public and is not otherwise required to be disclosed at that time, the premature disclosure of which would materially adversely affect the Company. Such Board resolution shall contain a statement of the reasons for such postponement and an approximation of the anticipated delay. The Holders receiving such resolution shall keep the information contained in such certificate confidential on the same terms set forth in Section 5(p).

 

Section 3. Piggyback Registration.

 

(a) Right to Piggyback. If, at any time after an IPO, the Company proposes to file a registration statement under the Securities Act with respect to an offering of Common Stock (other than a registration statement (i) on Form S-4, Form S-8 or any successor forms thereto, (ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (iii) filed for a Demand Registration that is not a Shelf Registration), then, each such time, the Company shall give prompt written notice of such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to all Holders. The Piggyback Notice shall offer Holders the opportunity to include in such registration statement the number of Registrable Securities as each such Holder may request (a “Piggyback Registration”). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for

 

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inclusion therein within ten (10) days after notice has been given to the Holders. Holders exercising their rights under this Section 3(a) shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) one hundred eighty (180) days after the effective date thereof and (ii) consummation of the distribution of the Registrable Securities included in such Registration Statement. Notwithstanding the foregoing, any Holder participating in a Shelf Registration may request that such Holder’s Registrable Securities be removed from such Registration Statement after effectiveness, in which event the Company shall promptly either withdraw such Registration Statement or file a post-effective amendment to such Registration Statement removing such Registrable Securities.

 

(b) Priority on Piggyback Registrations. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to include all Registrable Securities requested by Holders under this Section on the same terms and conditions as any other shares of Common Stock of the Company included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering have informed the Company in writing that in its or their view the total number of shares or dollar amount of Common Stock that the Holders, the Company and any other Persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the success of such offering, then the number of shares of Common Stock that in the opinion of such managing underwriter can be sold without adversely affecting such offering shall be included in the following order:

 

First, the shares of Common Stock being offered for the account of the Company;

 

Second, the Investor Securities, pro rata based on the number of Investor Securities requested to be included by Holders thereof;

 

Third, the Management Securities, pro rata based on the number of Management Securities requested to be included by the Holders thereof; and

 

Fourth, the shares of Common Stock being offered for the account of any other Persons, pro rata based on the number of shares of Common Stock requested to be included by the holders thereof.

 

Notwithstanding anything contained herein to the contrary, the Company hereby agrees that (i) any Piggyback Registration that is a Shelf Registration shall contain all language (including, without limitation, on the Prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Holder to allow for a Partner Distribution and (ii) the Company shall, at the reasonable request of any Holder seeking to effect a Partner Distribution, file any Prospectus supplement or post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the initial Registration Statement, or revise such language if deemed reasonably necessary by such Holder to effect such Partner Distribution.

 

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Notwithstanding anything herein to the contrary, in respect of any offering contemplated herein (whether under Section 2, Section 3 or otherwise) no Holder or any of its affiliates (other than the Company), officers, directors, partners, members, stockholders or representatives shall be required, directly or indirectly, to make any representations or warranties to, or agreements with, the Company or the underwriters (including, without limitation, agreements with respect to indemnification) other than representations, warranties or agreements regarding such Holder, its ownership of and title to the Registrable Securities and its intended method of distribution, and any liability of any such Holder or its affiliates (other than the Company) to any underwriter or other Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the total price at which the Registrable Securities sold by such Holder were offered to the public (net of discounts and commissions paid by such Holder in connection with such offering).

 

Section 4. Restrictions on Public Sale by Holders.

 

Each Holder agrees, in connection with any underwritten offering made pursuant to a Registration Statement (whether or not such Holder elected to include Registrable Securities in such Registration Statement), if requested (pursuant to a written notice) by the managing underwriter or underwriters in an underwritten offering, not to effect any public sale or distribution of any Common Stock (except as part of such underwritten offering), including a sale pursuant to Rule 144, or to give any Demand Notice, in each case during the period commencing on the date of the request (which shall be no earlier than 14 days prior to the expected “pricing” of such offering) and continuing for not more than (a) ninety (90) days with respect to any underwritten public offering made prior to the second anniversary of the IPO or (b) sixty (60) days with respect to any underwritten public offering made after the second anniversary of the IPO, after the date of the Prospectus (or Prospectus supplement if the offering is a Shelf Registration) pursuant to which such public offering shall be made or such shorter period as is required by the managing underwriter, provided, however, that the Company and all officers, directors and managers, as applicable, of the Company must be subject to the same restrictions.

 

Section 5. Registration Procedures.

 

If and whenever the Company is required to register the offer and sale under the Securities Act of any Registrable Securities pursuant to the terms of this Agreement, the Company shall take all such actions as are reasonably necessary to cause such registration to be effected as expeditiously as possible, including the following:

 

(a) Prepare and file with the SEC a Registration Statement or Registration Statements on any form which shall be available for the offer and sale of the Registrable Securities by the Holders in accordance with the intended method or methods of distribution of such Registrable Securities (including, without limitation, a Partner Distribution), and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein; provided, however, that no later than ten (10) days before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including, without limitation, documents that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish or otherwise make available to the Holders of the