UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 2017
SANDRIDGE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 1-33784 | 20-8084793 | ||
(State or Other Jurisdiction
of Incorporation or Organization) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
||
123 Robert S. Kerr Avenue Oklahoma City, Oklahoma |
73102 (Zip Code) |
Registrants Telephone Number, including Area Code: (405) 429-5500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 | Entry into a Material Definitive Agreement. |
The information set forth in Item 1.02 of this Form 8-K is incorporated by reference herein.
Item 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed, on November 14, 2017, SandRidge Energy, Inc., a Delaware corporation ( SandRidge ), Brook Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of SandRidge ( Merger Sub ), and Bonanza Creek Energy, Inc., a Delaware corporation ( Bonanza ), entered into an Agreement and Plan of Merger (the Merger Agreement ), which contemplated that Merger Sub would be merged with and into Bonanza, with Bonanza surviving the merger as a wholly owned subsidiary of SandRidge. On December 28, 2017, SandRidge, Bonanza and Merger Sub entered into a Termination Agreement, dated as of December 28, 2017 (the Termination Agreement ), pursuant to which the parties mutually terminated the Merger Agreement.
SandRidge and Bonanza also agreed to release each other from certain claims and liabilities arising out of or related to the Merger Agreement or the transactions contemplated therein or thereby. Pursuant to the Termination Agreement, SandRidge will reimburse Bonanza for certain transaction related expenses, up to a total of $3,730,888, which is consistent with the payment SandRidge otherwise would have been obligated to pay Bonanza under the Merger Agreement if the SandRidge stockholders rejected the proposal to issue SandRidge common stock in connection with the transaction at the proposed special meeting of SandRidge stockholders to consider such proposal. Other than the foregoing, pursuant the Termination Agreement, each party agrees to bear its own costs, fees and expenses in connection with Merger Agreement and the transactions contemplated thereby.
The foregoing descriptions of the Merger Agreement and the Termination Agreement are not complete and are subject to and qualified in their entirety by reference to the full text of the Merger Agreement, which was filed as an exhibit to SandRidges Current Report on Form 8-K filed on November 15, 2017, and the Termination Agreement, a copy of which is filed as Exhibit 10.1 hereto, each of which is incorporated by reference herein.
Item 7.01 | Regulation FD Disclosure. |
On December 28, 2017, SandRidge issued a press release relating to, among other things, the Termination Agreement. The press release is attached hereto as Exhibit 99.1.
Cautionary Statement Regarding Forward-Looking Statements
This communication may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities and Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These include statements regarding estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties and are typically identified by words or phrases such as may, will, could, should, predict, potential, pursue, outlook, continue, anticipate, estimate, expect, project, intend, plan, believe, target, forecast, and other words and terms of similar meaning. Forward-looking statements in this communication include, without limitation, statements about the mutual termination of the merger and the independent prospects of each company.
These forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the companies control, which could cause actual benefits, results, effects and timing to differ materially from the results predicted or implied by the statements. Neither SandRidge, Bonanza nor any of their directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Risks and uncertainties that could cause results to differ from expectations include: the effects of disruption caused by the announcement of and termination of the contemplated transaction and its termination making it more difficult to maintain relationships with employees, customers, vendors and other business partners; the risk that stockholder litigation in connection with the contemplated transaction and its termination may result in significant costs of defense, indemnification and liability; other business effects, including the effects of industry, economic or political conditions outside of the control of the parties to the contemplated transaction; transaction costs; actual or contingent liabilities; and disruptions to the financial or capital markets.
SandRidge cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in SandRidges most recently filed Annual Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, which are available at the SECs website, http://www.sec.gov . All subsequent written and oral forward-looking statements concerning SandRidge, the proposed transaction or other matters attributable to SandRidge or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Each forward looking statement speaks only as of the date of the particular statement, and SandRidge does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SANDRIDGE ENERGY, INC. | ||||||
(Registrant) | ||||||
Date: December 28, 2017 | By: | /s/ Philip T. Warman | ||||
Philip T. Warman | ||||||
Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 10.1
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this Agreement ), dated December 28, 2017, is by and among SandRidge Energy, Inc., a Delaware corporation ( SandRidge ), Brook Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of SandRidge ( Merger Sub ), and Bonanza Creek Energy, Inc., a Delaware corporation ( Bonanza Creek and, together with SandRidge and Merger Sub, the Parties ). Capitalized terms used but not defined herein have the respective meanings given to them in the Merger Agreement (as defined below).
WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of November 13, 2017 (the Merger Agreement ); and
WHEREAS, the respective boards of directors of the Parties have determined that it is in the best interest of their respective companies and stockholders to terminate the Merger Agreement;
NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
1. Termination . Pursuant to Section 8.1(a) of the Merger Agreement, the Parties hereby agree that the Merger Agreement, including all schedules and exhibits thereto, and any ancillary agreements contemplated thereby or entered pursuant to (collectively, the Transaction Documents ), are hereby terminated effective immediately as of the date hereof (the Termination Time ) and, notwithstanding anything to the contrary in the Transaction Documents, including Section 8.3 of the Merger Agreement (provided that Section 6.8(b) of the Merger Agreement shall remain in full force and effect in accordance with its terms), the Transaction Documents are terminated in their entirety and shall be of no further force or effect whatsoever (the Termination ).
2. Expense Reimbursement . SandRidge agrees to pay Bonanza Creek an amount equal to $3,730,888 concurrently with the execution of this Agreement, by wire transfer of immediately available funds to the account designated in writing by Bonanza Creek as specified on Exhibit A hereto.
3. Mutual Release; Disclaimer of Liability . Each of SandRidge, Merger Sub and Bonanza Creek, each on behalf of itself and each of its respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (the Releasors ), does, to the fullest extent permitted by Law, hereby fully release, forever discharge and covenant not to sue any other Party, any of their respective successors, Subsidiaries, Affiliates, assignees, officers, directors, employees, Representatives, agents, attorneys, auditors, stockholders and advisors and the heirs, successors and assigns of each of them (collectively the Releasees ), from and with respect to any and all liability, claims, rights, actions, causes of action, suits, liens, obligations, accounts, debts, demands, agreements, promises, liabilities, controversies, costs, charges, damages, expenses and fees (including attorneys, financial advisors or other fees) ( Claims ), howsoever arising, whether based on any Law or right of action, known or unknown,
mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to the Transaction Documents or the transactions contemplated therein or thereby. The release contemplated by this Section 3 is intended to be as broad as permitted by Law and is intended to, and does, extinguish all Claims of any kind whatsoever, whether in Law or equity or otherwise, that are based on or relate to facts, conditions, actions or omissions (known or unknown) that have existed or occurred at any time to and including the Termination Time. Each of the Releasors hereby expressly waives to the fullest extent permitted by Law the provisions, rights and benefits of California Civil Code section 1542 (or any similar Law), which provides: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. Nothing in this Section 3 shall (i) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or (ii) constitute a release by any Party for any Claim arising under this Agreement.
4. Representations and Warranties . Each Party represents and warrants to the other that: (i) such Party has all requisite corporate power and authority to enter into this Agreement and to take the actions contemplated hereby; (ii) the execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such Party; and (iii) this Agreement has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors rights generally and (ii) subject to principles governing the availability of equitable remedies (regardless of whether that enforceability is considered in a proceeding in equity or at law).
5. Further Assurances . Each Party shall, and shall cause its Subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination.
6. Third-Party Beneficiaries . Except for the provisions of Section 3, with respect to which each Releasee is an expressly intended third-party beneficiary thereof, this Agreement is not intended to (and does not) confer on any Person other than the Parties any rights or remedies or impose on any Person other than the Parties any obligations.
7. Entire Agreement . This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the Parties or any of them with respect to the subject matter hereof.
8. Amendments . Any amendment, modification or waiver of any provision of this Agreement, or any consent to departure from the terms of this Agreement, shall not be binding unless in writing and signed by the Party or Parties against whom such amendment, modification, waiver or consent is sought to be enforced.
9. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other jurisdiction.
10. Submission to Jurisdiction; Appointment of Agent for Service of Process . Each of the Parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (the Chancery Court ) or, if, but only if, the Chancery Court lacks subject matter jurisdiction, any federal court located in the State of Delaware with respect to any dispute arising out of, relating to or in connection with this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not bring any action arising out of, relating to or in connection with this Agreement or any of the transactions contemplated by this Agreement in any court other than the courts of the State of Delaware, as described above. Nothing in this Section 10 shall prevent any Party from bringing an action or proceeding in any jurisdiction to enforce any judgment of the Chancery Court or any federal court located in the State of Delaware, as applicable. Each Party to this Agreement irrevocably consents to service of process inside or outside the territorial jurisdiction of the courts referred to in this Section 10 in the manner provided for notices in Section 9.3 of the Merger Agreement.
11. Waiver of Jury Trial . Each of the Parties hereto waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any of the transactions contemplated hereby.
12. Specific Performance . Each Party agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Each Party agrees that, in the event of any breach or threatened breach by any other Party of any covenant or obligation contained in this Agreement, the non-breaching Party shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to (a) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (b) an injunction restraining such breach or threatened breach .
[Signature Page Follows]
IN WITNESS WHEREOF, SandRidge, Merger Sub and Bonanza Creek have caused this Agreement to be executed as of the date first written above.
SANDRIDGE ENERGY, INC. | ||
By: | /s/ James D. Bennett | |
Name: | James D. Bennett | |
Title: | President and Chief Executive Officer | |
BROOK MERGER SUB, INC. | ||
By: | /s/ James D. Bennett | |
Name: | James D. Bennett | |
Title: | President and Chief Executive Officer | |
BONANZA CREEK ENERGY, INC. | ||
By: | /s/ R. Seth Bullock | |
Name: | R. Seth Bullock | |
Title: | Interim Chief Executive Officer |
Exhibit 99.1
SandRidge Energy Announces Termination of Agreement to Acquire Bonanza Creek Energy
OKLAHOMA CITY, December 28, 2017 SandRidge Energy, Inc. (NYSE: SD) (SandRidge or the Company) today announced that it has agreed with Bonanza Creek Energy, Inc. (NYSE: BCEI) (Bonanza Creek) to terminate its previously announced agreement to acquire Bonanza Creek.
After consultation with SandRidges largest shareholders, it became clear that the Company would not receive approval for the transaction at the planned special meeting. After careful consideration, the decision was unanimously approved by the Companys Board of Directors and an agreement was reached with Bonanza Creek to mutually terminate the merger agreement.
As part of the mutual termination agreement, SandRidge will reimburse Bonanza Creek for transaction related expenses up to $3.7 million. This payment is consistent with the Companys obligation under the merger agreement should the transaction have been rejected by the Companys shareholders at the special meeting.
About SandRidge Energy, Inc.
SandRidge Energy, Inc. (NYSE: SD) is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale.
Investor Contact:
Justin M. Lewellen
Director of Investor Relations
SandRidge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, OK 73102
+1 (405) 429-5515
MacKenzie Partners, Inc.
Dan Burch, +1 (212) 929-5748, dburch@mackenziepartners.com
Paul Schulman, +1 (212) 929-5364, pschulman@mackenziepartners.com
Media Contact:
SVC
Bryan Locke, +1 (312) 895-4700, blocke@sardverb.com
Kelly Kimberly, +1 (832) 680-5120, kkimberly@sardverb.com
David A Kimmel
Director of Communications
SandRidge Energy, Inc.
123 Robert S. Kerr Ave.
Oklahoma City, OK 73102
+1 (405) 429-5599
123 Robert S. Kerr Avenue, Oklahoma City, OK 73102 Phone 405.429.5500, Fax 405.429.5977 www.SandRidgeEnergy.com