UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.    )*

 

 

LAREDO PETROLEUM, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

516806106

(CUSIP Number)

October 18, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

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 the disclosures provided in a prior cover page.

The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 516806106    SCHEDULE 13G    Page 2 of 6 Pages

 

  1    

  NAME OF REPORTING PERSONS

 

  Pioneer Natural Resources Company

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, USA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  959,691 (1)

   6   

  SHARED VOTING POWER

 

  0

   7   

  SOLE DISPOSITIVE POWER

 

  959,691 (1)

   8   

  SHARED DISPOSITIVE POWER

 

  0

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  959,691 (1)

10  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  5.6% (2)

12  

  TYPE OF REPORTING PERSON

 

  CO

 

(1)

Consists of 959,691 shares of common stock, $0.01 par value per share (the “Common Stock”), of Laredo Petroleum, Inc. (the “Issuer”) issued in the Acquisition (as defined in Item 4 below).

(2)

Based on 16,109,631 shares of Common Stock outstanding as of September 15, 2021, as represented by the Issuer in the PSA (as defined in Item 4 below), plus the 959,691 shares of Common Stock issued in the Acquisition.


CUSIP No. 516806106    SCHEDULE 13G    Page 3 of 6 Pages

 

  1    

  NAME OF REPORTING PERSONS

 

  Pioneer Natural Resources USA, Inc.(1)

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware, USA

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

   5     

  SOLE VOTING POWER

 

  0

   6   

  SHARED VOTING POWER

 

  959,691 (2)

   7   

  SOLE DISPOSITIVE POWER

 

  0

   8   

  SHARED DISPOSITIVE POWER

 

  959,691 (2)

  9    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  959,691 (2)

10  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  5.6% (3)

12  

  TYPE OF REPORTING PERSON

 

  CO

 

(1)

Pioneer Natural Resources USA, Inc., a Delaware corporation (“Pioneer USA”), is a wholly owned subsidiary of Pioneer Natural Resources Company, a Delaware corporation (“Pioneer”), and Pioneer controls Pioneer USA.

(2)

Consists of 959,691 shares of Common Stock of the Issuer issued in the Acquisition.

(3)

Based on 16,109,631 shares of Common Stock outstanding as of September 15, 2021, as represented by the Issuer in the PSA, plus the 959,691 shares of Common Stock issued in the Acquisition.


CUSIP No. 516806106    SCHEDULE 13G    Page 4 of 6 Pages

 

Item 1.

(a) Name of Issuer

Laredo Petroleum, Inc. (the “Issuer”)

 

Item 1.

(b) Address of Issuer’s Principal Executive Offices

15 W. Sixth Street. Suite 900, Tulsa, Oklahoma 74119

 

Item 2.

(a), (b) and (c) Name of Person Filing; Address of Principal Business Office; Citizenship:

This statement on Schedule 13G is being filed jointly by Pioneer Natural Resources Company (“Pioneer”) and Pioneer Natural Resources USA, Inc. (“Pioneer USA”), pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as separate persons and not as members of a group. See Exhibit 99.1 to this Schedule 13G for their Joint Filing Agreement.

Pioneer

Pioneer, a Delaware corporation, is a large independent oil and gas exploration and production company that explores for, develops and produces oil, natural gas liquids and gas in the Permian Basin in West Texas. The principal address of Pioneer is 777 Hidden Ridge, Irving, Texas 75038.

Pioneer USA

Pioneer USA, a Delaware corporation, is a wholly owned subsidiary of Pioneer. The principal address of Pioneer USA is 777 Hidden Ridge, Irving, Texas 75038.

 

Item 2.

(d) Title of Class of Securities

Common Stock, $0.01 par value (the “Common Stock”).

 

Item 2.

(e) CUSIP No.:

516806106

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:

 

(a)       Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)       Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)       An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)       An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)       A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)       A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)       A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)       A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)       A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________


CUSIP No. 516806106    SCHEDULE 13G    Page 5 of 6 Pages

 

Item 4.

Ownership

 

Name of Reporting Person

   Number of Shares
Beneficially Owned
     Percentage Ownership
in the Issuer
 

Pioneer

     959,691        5.6 %(1) 

Pioneer USA

     959,691        5.6 %(1) 

 

Name of Reporting Person

   Sole Power
to Vote or to
Direct the
Vote
     Shared
Power to
Vote or to
Direct the
Vote
     Sole Power to
Dispose or to
Direct the
Disposition
     Shared Power to
Dispose or to
Direct the
Disposition
 

Pioneer

     959,691        0        959,691        0  

Pioneer USA

     0        959,691        0        959,691  

 

(1)

On October 18, 2021 (the “Closing Date”), pursuant to a purchase and sale agreement dated as of September 17, 2021 by and among the Issuer, Pioneer USA, DE Midland III LLC, Parsley Minerals, LLC, and Parsley Energy, L.P., which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 20, 2021 (the “PSA”), the Issuer consummated the acquisition (the “Acquisition”) of certain oil and gas properties in the Midland Basin and related assets and contracts in exchange for $160.0 million in cash, subject to customary closing price adjustments, and the issuance to Pioneer USA of 959,691 shares of Common Stock (the “Shares”). Pioneer, as 100% owner of Pioneer USA, is deemed to beneficially own the Shares. Ownership percentages are based on 16,109,631 shares of Common Stock outstanding as of September 15, 2021, as represented by the Issuer in the PSA, plus the 959,691 shares of Common Stock issued in the Acquisition.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

 

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

 

Item 9.

Notice of Dissolution of Group

Not Applicable.


CUSIP No. 516806106    SCHEDULE 13G    Page 6 of 6 Pages

 

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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: October 20, 2021

 

PIONEER NATURAL RESOURCES COMPANY
By:  

/s/ Mark H. Kleinman

Name:   Mark H. Kleinman
Title:   Executive Vice President, General Counsel and Assistant Secretary
PIONEER NATURAL RESOURCES USA, INC.
By:  

/s/ Mark H. Kleinman

Name:   Mark H. Kleinman
Title:   Executive Vice President, General Counsel and Assistant Secretary

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the entities named below (i) agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto, the “Schedule 13G”) with respect to the common stock, $0.01 par value per share, of Laredo Petroleum, Inc., (ii) agree that each party hereto is responsible for the timely filing of the Schedule 13G, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has a reason to believe that such information is inaccurate, and (iii) agree that this Joint Filing Agreement be included as an exhibit to the Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of October 20, 2021.

 

PIONEER NATURAL RESOURCES COMPANY
By:  

/s/ Mark H. Kleinman

Name:   Mark H. Kleinman
Title:   Senior Vice President and General Counsel

 

PIONEER NATURAL RESOURCES USA, INC.
By:  

/s/ Mark H. Kleinman

Name:   Mark H. Kleinman
Title:   Senior Vice President and General Counsel
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