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): January 23, 2018 (January 22, 2018)

 

 

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)

Registrant’s 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 under “Item 3.03 Material Modification to Rights of Security Holders” of this Current Report on Form 8-K with respect to the entry into the Rights Agreement (as described below) is incorporated into this Item 1.01 by reference.

Item 3.03 Material Modification to Rights of Security Holders.

SandRidge Energy, Inc., a Delaware corporation (the “ Company ”), entered into an amendment, effective as of January 22, 2018 (the “ Amendment ”), to the Stockholder Rights Agreement, dated as of November 26, 2017 (the “ Rights Agreement ”), between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “ Rights Agent ”). The Amendment amended the Rights Agreement so that each reference to “10%” in the Rights Agreement was changed to “15%.” As a result, among other changes, the defined term “Acquiring Person” in the Rights Agreement is now defined as being a person or group of affiliated or associated persons who, at any time after the date of the Rights Agreement, have acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the Company’s outstanding shares of common stock, rather than 10% or more of the Company’s outstanding shares of common stock.

The Amendment also provides for changes to the definition of “Beneficial Ownership” so that the definition of this term no longer includes persons “Acting in Concert,” as such term was previously defined in the Rights Agreement.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference in its entirety.

Item 7.01. Regulation FD Disclosure.

On January 23, 2018, the Company issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “ Exchange Act ”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

 

Exhibit
No.
  

Description

4.1    First Amendment to Stockholder Rights Agreement, dated as of January 22, 2018, by and between SandRidge Energy, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent.
99.1    Press release, dated January 23, 2018.


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.
Date: January 23, 2018     By:   /s/ Philip T. Warman
      Name:   Philip T. Warman
      Title:   Senior Vice President, General Counsel and Corporate Secretary

 

Exhibit 4.1

FIRST AMENDMENT TO

STOCKHOLDER RIGHTS AGREEMENT

THIS FIRST AMENDMENT TO THE STOCKHOLDER RIGHTS AGREEMENT (this “ Amendment ”) is entered into effective as of January 22, 2018, by SandRidge Energy, Inc., a Delaware corporation (the “ Company ”).

RECITALS

WHEREAS, the Company and American Stock Transfer & Trust Company, LLC (the “ Rights Agent ” and together with the Company, the “ Parties ”) are parties to that certain Stockholder Rights Agreement (the “ Rights Agreement ”), dated as of November 26, 2017;

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company, by action of the Board of Directors (the “ Board ”), may from time to time and in its sole and absolute discretion supplement or amend the Rights Agreement in any respect without the approval of any holders of Rights and without approval of the Rights Agent as long any such supplement or amendment does not amend Sections 18, 19, 20, 21, or 27 of the Rights Agreement in a manner adverse to the Rights Agent; and

WHEREAS, this Amendment does not amend Sections 18, 19, 20, 21, or 27 of the Rights Agreement in a manner adverse to the Rights Agent.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SECTION 1. Certain Definitions . Terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

SECTION 2. Amendments to Rights Agreement .

2.1    The Rights Agreement is hereby amended so that each reference to “10%” in the Rights Agreement be deleted and replaced with “15%.”

2.2    Section 1(b) of the Rights Agreement is hereby deleted in its entirety and replaced with “[RESERVED].”

2.3    Section 1(g)(iii) of the Rights Agreement is hereby amended and restated in its entirety as follows:

“that are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate of such Person) with which such Person (or any of such Person’s Affiliates or Associates) has any agreement, arrangement, or understanding (whether or not in writing), for the purpose of acquiring, holding, voting or disposing of any such securities; or”


SECTION 3. Remaining Terms; Controlling Agreement . All other provisions of the Rights Agreement that are not expressly amended hereby shall continue in full force and effect. From and after the execution and delivery of this Amendment, any references to the Rights Agreement in the Rights Agreement and other agreements or instruments shall be deemed to refer to the Rights Agreement as amended pursuant to this Amendment. In the event of any conflict between the terms of this Amendment and the Rights Agreement, this Amendment shall control.

SECTION 4. Severability . If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

SECTION 5. Governing Law . This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

SECTION 6. Descriptive Headings . Descriptive headings of the sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 7. Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

[ Signature page follows ]


IN WITNESS WHEREOF, this Amendment has been executed by the Company as of the day and year first above set forth.

 

SANDRIDGE ENERGY, INC.
By:   /s/ Philip T. Warman
Name:   Philip T. Warman
Title:  

Senior Vice President, General Counsel

and Corporate Secretary

Exhibit 99.1

 

LOGO

SANDRIDGE ENERGY ISSUES LETTER TO SHAREHOLDERS

OKLAHOMA CITY, JANUARY  23, 2018 — SandRidge Energy, Inc. (“SandRidge” or the “Company”) (NYSE: SD) today issued a letter to shareholders following its meetings with large shareholders last week.

The text of the letter follows:

Dear Fellow SandRidge Shareholder:

The independent members of the SandRidge Board of Directors have recently met with several large shareholders of the Company to discuss and seek input on a wide variety of topics, including the Company’s objectives, its assets, economic growth alternatives, financing strategies and the recent public proposal from Carl Icahn. We look forward to continuing expanded dialogue with all of our shareholders. Over the next several weeks, we will also give careful consideration to other concerns voiced by the shareholders and will develop, implement and communicate each plan of action.

After careful deliberation, the Board has decided that it is not in the best interests of all shareholders to accept Mr. Icahn’s proposal to (i) replace two of the five directors with unnamed directors designated by Mr. Icahn and potentially other large shareholders, (ii) change the Company’s bylaws to require a supermajority vote on major acquisitions, equity issuances, changes to the Company’s compensation arrangements or bylaws and (iii) to either terminate the short-term shareholder rights plan altogether, or increase its trigger threshold to 25%.

The Board believes that changes to the composition of the Board of Directors and other major governance changes, as proposed by Mr. Icahn, should be made with the fully informed approval of a majority of all of the Company’s shareholders, rather than at the behest of one. The Company’s governing documents are designed to give shareholders significant input over matters such as these and to implement desired changes through a vote of all shareholders. For example, shareholders may demand special meetings at any time at the request of only 25% of the outstanding shares. Additionally, all SandRidge independent directors stand for reelection on an annual basis and shareholders have the ability to make proposals or nominate directors for consideration at the Company’s annual meeting by following the procedures outlined in our bylaws.

With respect to Mr. Icahn’s proposals relating to the short term rights plan, the Board has decided to amend the plan to increase the trigger threshold to 15% and to eliminate the “acting in concert” language to ensure there is no unintended consequence that might discourage communications between shareholders on these important issues. Given the current shareholdings of our shareholder base, the Board believes that increasing the trigger threshold above 15% would primarily benefit Mr. Icahn in his efforts to take control of the Company without paying our shareholders a control premium, which the Board unanimously agrees is not in the best interests of all of our shareholders.

In considering these changes, the Board notes that the short term rights plan is structured to automatically expire unless ratified by the shareholders at the upcoming 2018 annual meeting. Under the short term rights plan, shareholders also have the right to call a special meeting for purposes of terminating the short term rights plan at the request of 10% of the outstanding shares in the event a bidder submits a fully-financed tender offer for the Company’s shares. In any event, the Board will readily consider a premium takeover proposal from any party, including Mr. Icahn.

123 Robert S. Kerr Avenue, Oklahoma City, OK 73102 • Phone 405.429.5500, Fax 405.429.5977 • www.SandRidgeEnergy.com


We understand we serve you at your discretion and we are committed to diligently representing your interests. We thank you for your support and look forward to continued improvement in performance and direct dialogue with you, as we and everyone at SandRidge continue to preserve and build lasting shareholder value.

Thank you,

 

John V. Genova

Chairman of the Board

 

William M. Griffin, Jr.

Independent Director

  

Michael L. Bennett

Independent Director

 

David J. Kornder

Independent Director

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.

Cautionary Statement Regarding Forward-Looking Statements

This communication may contain certain “forward-looking statements” under applicable securities laws, including the Private Securities Litigation Reform Act of 1995. These statements 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. For example, statements regarding future results regarding the benefits of the strategic initiatives announced, and future financial results and operational plans are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control, which could cause actual benefits, results, effects and timing to differ materially from the results predicted or implied by the statements. Additional information concerning the risk factors faced by the Company is contained in SandRidge’s public filings with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website, http://www.sec.gov. Each forward looking statement speaks only as of the date of the particular statement, and SandRidge undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.


Important Additional Information

This communication does not constitute a solicitation of a vote or proxy. In connection with the Company’s 2018 Annual Meeting of Shareholders, the Company intends to file a proxy statement and white proxy card with the SEC in connection with any such solicitation of proxies from the Company’s shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of the Company’s directors and executive officers in Company stock, restricted stock and options is included in the Company’s SEC filings on Forms 3, 4, and 5, which can be found through the Company’s website www.sandridgeenergy.com in the section “Investor Relations” or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s other SEC filings, including the Company’s definitive proxy statement for the 2017 Annual Meeting of Shareholders and its Annual Report on Form 10-K for the year ended December 31, 2016. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2018 Annual Meeting. Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at www.sandridgeenergy.com in the section “Investor Relations.”

CONTACT:

Justin M. Lewellen

Director of Investor Relations

SandRidge Energy, Inc.

123 Robert S. Kerr Avenue

Oklahoma City, OK 73102

+1 (405) 429-5515

David A Kimmel

Director of Communications

SandRidge Energy, Inc.

123 Robert S. Kerr Ave.

Oklahoma City, OK 73102

+1 (405) 429-5599

MacKenzie Partners, Inc.

Toll-free: 800-322-2885

Collect: +1 (212) 929-5500

Attn: Dan Burch / Paul Schulman

Media Contact:

SVC

Bryan Locke, +1 (312) 895-4700, blocke@sardverb.com

Kelly Kimberly, +1 (832) 680-5120, kkimberly@sardverb.com