Item 1.01. Entry into a Material Definitive Agreement.
On August 16, 2022, Laredo Petroleum, Inc. (the “Company”) entered into a purchase and sale agreement (the “Sale Agreement”) with Northern Oil and Gas, Inc. (“NOG”), pursuant to which the Company agreed to sell to NOG a portion of the Company’s working interests in certain specified non-operated oil and gas properties for an aggregate purchase price of $110 million, subject to certain customary adjustments (the “Working Interest Sale”).
The Sale Agreement contains representations and warranties, covenants, termination rights and indemnification provisions that are typical for a transaction of this size and nature and that provide the parties thereto with specified rights and obligations and allocate risk among them. The Company expects the Working Interest Sale to close in October 2022 with an effective date of August 1, 2022. There can be no assurance that all of the conditions to closing the Working Interest Sale, or under the Sale Agreement, will be satisfied.
The foregoing description of the Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the Sale Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Sale Agreement contains representations, warranties and other provisions that were made only for purposes of the Sale Agreement and as of specific dates and were solely for the benefit of the other parties thereto. The Sale Agreement is a contractual document that establishes and governs the legal relations among the parties thereto and is not intended to be a source of factual, business or operational information about the Company or NOG and their respective subsidiaries or the assets to be acquired from the Company and its affiliates. The representations and warranties made by the Company and NOG in the Sale Agreement may be (i) qualified by disclosure schedules containing information that modifies, qualifies or creates exceptions to such representations and warranties and (ii) subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances.