Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  x                             Filed by a Party other than the Registrant   ¨

Check the appropriate box:

 

¨

  Preliminary Proxy Statement

¨

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨

 

Definitive Proxy Statement

x

 

Definitive Additional Materials

¨

 

Soliciting Material Pursuant to §240.14a-12

SandRidge Energy, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x

  No fee required.
¨  

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

  (1)  

Title of each class of securities to which the transaction applies:

 

 

   

 

  (2)  

Aggregate number of securities to which the transaction applies:

 

 

   

 

  (3)  

Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

   

 

  (4)  

Proposed maximum aggregate value of the transaction:

 

 

   

 

  (5)   Total fee paid:
   
   

 

¨  

Fee paid previously with preliminary materials.

¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

 

   

 

  (2)  

Form, Schedule or Registration Statement No.:

 

 

   

 

  (3)  

Filing Party:

 

 

   

 

  (4)  

Date Filed:

 

 

   

 

 

 

 


SandRidge Energy, Inc. used the following stockholder presentation beginning on February 4, 2013. The stockholder presentation was also posted to the “Presentations” section of www.supportsandridge.com.


Shareholder Presentation
February 4, 2013


2
Disclaimer
This presentation includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities 
Exchange Act of 1934, as amended. These statements express a belief, expectation or intention and are generally accompanied by words that convey projected future events or
outcomes. The forward-looking statements include statements about SandRidge Energy, Inc.’s future operations, rig counts, drilling locations and plans, corporate strategies, including our
focus on conventional oil plays with a goal to achieve a self-funding capital program while growing production and reducing our debt relative to earnings, expenses, capital expenditures,
the construction of infrastructure, capital raising activities and hedge transactions. We have based these forward-looking statements on our current expectations and assumptions and
analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are
appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and
uncertainties, including the volatility of oil and natural gas prices, our success in discovering, estimating, and developing oil and natural gas reserves, the availability and terms of capital,
the successful integration of recent acquisitions, our timely execution of hedge transactions, credit conditions of global capital markets, changes in economic conditions, regulatory
changes, including those related to carbon dioxide and greenhouse gas emissions, and other factors, many of which are beyond our control. We refer you to the discussion of risk factors
in Part I, Item 1A - “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2011 and in comparable “risk factors” sections of our subsequent Quarterly
Reports on Form 10-Q. All of the forward-looking statements made in this presentation are qualified by these cautionary statements. The actual results or developments anticipated may
not be realized or, even if substantially realized, they may not have the expected consequences to or effects on our company or our business or operations. Such statements are not
guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. We undertake no obligation to update
or revise any forward-looking statements. 
Regulation G Disclosure
This presentation includes certain non-GAAP financial measures as defined under SEC Regulation G. A reconciliation of those measures to the most directly comparable GAAP measure
is available on our website at www.sandridgeenergy.com
Additional Information and Where to Find It
On January 18, 2013 SandRidge Energy, Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive consent revocation statement in
connection with the consent solicitation by TPG-Axon Partners, LP, TPG-Axon Management LP, TPG-Axon Partners GP, L.P., TPG-Axon GP, LLC, TPG-Axon International, L.P., TPG-
Axon International GP, LLC, Dinakar Singh LLC, Dinakar Singh, Stephen C. Beasley, Edward W. Moneypenny, Fredric G. Reynolds, Peter H. Rothschild, Alan J. Weber and Dan A.
Westbrook (the “TPG-Axon Consent Solicitation”), and has mailed the definitive consent revocation statement and a form of WHITE consent revocation card to stockholders of the
Company entitled to execute, withhold or revoke consents relating to the TPG-Axon Consent Solicitation.  STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE
CONSENT REVOCATION STATEMENT, WHICH IS AVAILABLE NOW, AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.  Stockholders may obtain a free copy of the consent revocation statement and other documents (when
available) filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov.
Certain Information Regarding Participants
The Company and certain of its directors and executive officers are participants in the solicitation of consent revocations from the Company’s stockholders in connection with the TPG-
Axon Consent Solicitation.   Stockholders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the SEC on February 27, 2012, its Quarterly Reports on Form 10-Q for the first three fiscal
quarters of the fiscal year ending December 31, 2012, filed on May 7, 2012, August 6, 2012 and November 9, 2012, respectively, and its definitive consent revocation statement, which
was filed with the SEC on January 18, 2013.  These documents can be obtained free of charge through the website maintained by the SEC at www.sec.gov.


3
Corporate Profile
Overview
TPG-Axon’s Bid for Control
Short-term focus disrupts the creation of long-term shareholder value
Campaign is based on false and misleading statements
Asking stockholders to turn over control of SandRidge to a new board nominated exclusively by TPG-Axon
Election of TPG-Axon’s nominees would not provide stockholders with any control premium
SandRidge Creating Significant Value as the Premier Mississippian Operator
Most active and efficient driller in the play, which has among the highest returns in drilling in the US
Permian sale provides resources to fund Mississippian growth
SandRidge Repositioning Balance Sheet
Permian
sale
will
provide
SandRidge
with
total
liquidity
of
$2.8
billion
(a)
Credit
measures
dramatically
improve
as
a
result
of
$2.6
billion
reduction
in
net
debt
Resources to call or tender for bonds
SandRidge’s Board and Management Team have Deep Oil and Gas
Experience and are Highly Qualified to Lead the Company
TPG-Axon’s nominees lack relevant experience to lead SandRidge
Today’s Agenda
a)
As
of
September
30,
2012,
adjusted
for
proceeds
from
the
Permian
divestiture,
related
deal
fees
and
$1.1B
of
anticipated
debt
retirement


4
Oklahoma City
SandRidge at a Glance
Permian
Rig Count: 3
Mid-Continent
Mississippian
Rig Count: 32
W. Texas Overthrust
GOM
Rig Count: 2
Objectives
Continue to perform as the premier operator in the
Mississippian
Invest in high return growth projects while maintaining
funding visibility
Further improve credit metrics
Asset Map
a)
Non-GAAP financial measure. Refer to slide 2 for additional disclosure
b)
SandRidge consolidated reserves as of YE2011 with royalty trusts, Pro Forma Dynamic Offshore
c)
Weighted by PV-10 value as of YE2011
Rig counts as of year end 2012
Market
Value
($
in
millions)
Market Cap (1/31/2013)
$3,473
Net Debt
(a)
3,627
Preferred Stock
765
Enterprise Value
$7,864
Asset Overview
3Q12 Production (MBoe/d)
103.0
Proved Reserves (MMBoe)
(b)
533
% Reserves as Oil
(c)
91%
% Developed
53%


5
Overview
SandRidge was founded in 2006 with the goal of becoming a leader
in natural gas production
Subsequently, natural gas priced declined from a high of ~$13.50/Mcf in 2008 to less than $2.00/Mcf
SandRidge’s Board and management team took strategic actions to transition
the Company to an oil-
focused
producer
in
response
to
the
sharp
decline
in
natural
gas
prices
Consistent with these actions, the Board and management are aligned around a clear plan to deliver
stockholder value by:
Continuing to perform as the premier operator in the Mississippian
Continuing to strengthen SandRidge’s financial position
Funding capital expenditures within cash flows
SandRidge’s strong and independent Board is highly qualified and has the expertise to lead the
Company in the continued execution of its strategy
Why We’re Here
TPG-Axon, a hedge fund owning approximately 6.7% of SandRidge stock,
*
has engaged in
a false and misleading campaign to replace your Board
If successful, TPG-Axon’s efforts would turn control of SandRidge over to a new board of
directors nominated exclusively by TPG-Axon, who we believe will encourage and facilitate
a sale or major restructuring designed to benefit short-term investors


6
Our Strategy is Delivering Results
Shifted from 65% of revenues from natural gas in 2009 to 86% from oil today
Over 80% of Mississippian cash flows result from oil production
Transition to oil
producer
Leadership in
Mississippian
Mississippian
drill bit growth
Improve financial
condition and
liquidity
Most active and most efficient driller in the play, which has among the
highest returns in the US
Operational expertise and infrastructure development make SandRidge the
lowest cost producer
138% growth in production from Q3 2011 to Q3 2012
Grew production in the Mississippian 18x from Q3 2010 to Q3 2012
Announced sale of Permian for $2.6 billion generating cash proceeds of
$1.4 billion over our net investment
Over
$2
billion
of
cash
and
~$2.8
billion
in
liquidity
pro
forma
for
Permian
sale
(a)
Net
debt
to
EBITDA
decreased
from
4.6x
at
Sept.
30,
2011
to
3.2x
at
Sept.
30,
2012;
less
than
2.0x
pro
forma
for
Permian
sale
(a)
Reduced 2013 capital expenditure budget by 19%
Support SandRidge’s Board and Management’s plan to drive
continued growth and value
a)
As
of
September
30,
2012,
adjusted
for
proceeds
from
the
Permian
divestiture,
related
deal
fees
and
$1.1B
of
anticipated
debt
retirement


7
TPG-Axon intends to force a sale or major restructuring benefitting short-term holders: They have
yet to demonstrate the ability or to articulate a plan to actually run SandRidge’s business for any
length of time
TPG-Axon is a short-term-focused hedge fund
TPG-Axon has actively sold shares of SandRidge (~5.3 million shares since initial investment in
November 2011)
Sold five times in last year and three times since July 2, 2012 (including as recently as December 10, 2012)
3 other E&P investments in the past 3 years
Other E&P investments held on average only 2 fiscal quarters
TPG-Axon’s nominees lack the relevant oil and gas exploration and production operating experience
necessary to drive SandRidge’s future growth
TPG-Axon is asking stockholders to turn over control of the Board and SandRidge.
The election of TPG-Axon’s nominees would not provide stockholders with any control premium
If
successful,
TPG-Axon’s
proposals
could
trigger
a
“change
of
control”
forcing
the
Company
to
offer
to
buy back $4.3 billion in Senior Notes, which could materially harm its financial position
If successful, TPG-Axon’s proposals would also result in the accelerated vesting of a substantial number
of
shares
of
restricted
stock
held
by
senior
management,
thereby
removing
a
key
element
of
the
Company’s
retention
program
and
potentially
depriving
the
Company
of
its
experienced
leadership
TPG-Axon’s Efforts Would Disrupt Long-Term Value Creation


8
TPG-Axon’s Campaign is Based on False and Misleading Statements
TPG-Axon and Mount Kellett have made a number of allegations regarding related party
transactions.
The
SandRidge
Board
has
reviewed
these
allegations
several
times
and
has
found
no
evidence
of
wrongdoing.
Important
facts
include:
SandRidge’s interests are located in over 7,500 sections covering nearly five million acres in 30 counties throughout an area
that encompasses approximately 17 million acres; virtually all companies active in the play are likely to have some interests
that could be characterized as adjacent to the Company’s holdings
Across SandRidge’s vast acreage in the Mississippian, the Company competes with numerous
other companies –
WCT Resources is just one of many
WCT Resources is an independent oil and gas company
Mr. Ward has no control over WCT Resources, and does not participate in its management,
operations or business
WCT
Resources’
managers,
which
include
Mr.
Ward’s
son,
have
no
access
to
non-
public
information concerning SandRidge’s land and mineral acquisition programs
Transactions between SandRidge and WCT Resources have been thoroughly reviewed and
approved
in
advance
by
disinterested
Board
members
in
accordance
with
Company
policy
The Company has disclosed related party transactions in its public filings, as appropriate


9
TPG-Axon’s Campaign is Based on False and Misleading Statements
We
are
determined
to
set
the
record
straight
regarding
important
facts:
Clear Strategic
Direction
Financial
Performance
Financial
Strength
Management
Alignment
SandRidge
has
exceeded
Analyst
Consensus
estimates
for
EBITDA
in
three
of the last four quarters and for EPS in each of the last five quarters
SandRidge’s estimated returns for Mississippian wells have been consistent
with competitors
Tom Ward, SandRidge’s CEO, personally invested over $600MM in
SandRidge between 2006 and 2007 and still owns ~5.0% of the company
SandRidge’s focus on improving its financial position has brought its
cost
of
capital
below
its
peers
(a)
(9.9%
for
SandRidge
vs.
10.9%
for
peers)
(b)
Net debt-to-EBITDA has declined to below 2.0x in 3Q12, Pro Forma for the
Permian sale
Clearly
articulated
and
successfully
shifted
from
natural
gas
to
oil
Thoughtful approach to managing asset base has resulted in the leading
position in the high-growth Mississippian with a balance sheet and
financial strength to support growth and deliver shareholder value
a)
Peers
include:
Berry
Petroleum
Co.,
Continental
Resources,
Inc.,
Concho
Resources,
Inc.,
Halcon
Resources
Co.,
Laredo
Petroleum
Holdings,
Inc.,
Newfield
Exploration
Co.,
Oasis
Petroleum
Inc.,
Pioneer Natural Resources Co., Plains Exploration & Production Company and Whiting Petroleum Corp
b)
WACC based on Bloomberg data as of 1/15/2013


Leveraging Our Position
to Create Value


11
Net Acres: ~1,850,000
~11,000 potential drilling locations
(a)
18 year drilling inventory
Rig Count: 32
(b)
Industry Leader: Over 2x nearest peer
Production: 30.2 MBoe/d (3Q12)
Industry Leader
Wells
Drilled:
600
(b)
Industry Leader: ~45% of total Miss wells
Salt
Water
Disposal
Wells:
113
(b)
Industry Leader
SandRidge: Leader in the Mississippian
a)
Based on 4 wells per section
b)
As of December 31, 2012


12
A Proven Record of Growth in the Mississippian
Mississippian drilling driving organic
growth
Production from the Mississippian has
increased over 18x since 3Q10
2012 commodity mix of 46% oil and
54% natural gas
~80% of Mississippian cash flows come
from oil production
SD Wells Drilled
2010
37
2011
167
2012
396
2013E
581


13
Having drilled ~45% of all horizontal wells in
the play, SandRidge has advanced
significantly along the learning curve
-
Spud to spud times declined ~20% through 2012,
with average spud to first sales over 10 days
below peers
(a)
-
Completion costs declined ~30% in 2012
as a result of design optimizations and
contract rebidding
Drill and complete costs are expected to
continue to decline to a 2013 goal of
less than $3.0MM per well
SandRidge continues to be the leader of
development costs and infrastructure
in the Mississippian
Low Cost Mississippian Developer
a)
Based on SD non-op wells


14
Salt Water Disposal System
113 active disposal wells as of year end 2012
Over 700 miles of pipeline
Disposal rate of over 650 MBW/d
Over $450MM gross invested capital
Infrastructure Investments Secure Competitive Advantage and Maximize Value
Electrical System
Produced
water
transfer
and
artificial
lift
systems
require
high
voltage
SandRidge proactively constructed infrastructure to access regional 
transmission network
-
~500 miles of power distribution lines
-
3 operated substations, 4 additional substations in 2013
Figures are as of year-end 2012


15
Low Cost Mississippian Operator
Proactively managing infrastructure needs
and capitalizing on scale allows SandRidge
to be a low cost operator in the play
Trucked water volumes are less than 1.0%,
down from over 8.0% in early 2012
Wells on generators have declined by over
20% as a result of SandRidge’s expanding
electrical infrastructure
As a result, LOE has declined over 15%
since 1Q12
Excludes Production and Ad Valorem Taxes


16
Gulf of Mexico Assets
Gulf Overview
Current production of over 30 MBoe/d
Low maintenance capital requirements,
high cash flowing assets
SandRidge believes offshore assets are one of
the few remaining attractively priced producing
assets
As such, we will continue to look to
opportunistically acquire small bolt-on properties
with minimal development requirements
Dynamic Acquisition Review
Prior to the acquisition, SandRidge was positioned as an asset rich company with a
constrained development capacity due to financial limitations
The Dynamic acquisition provided attractively priced EBITDA and production and
enhanced SD credit metrics
The transaction strengthened our ability to develop the Mississippian by improving
financial flexibility and providing free cash flow for the development of our large and
long-lived onshore asset base
a)
Leverage
Ratio
represents
Consolidated
Leverage
Ratio
calculated
pursuant
to
the
terms
of
the Senior Credit Facility
b)
3Q12 P.F. leverage is Pro Forma for an estimated LTM EBITDA related to the
divested Permian properties and $1.1B of anticipated debt retirement


17
Improving Credit Metrics and Liquidity in Line with Peers
$2.8 Billion in liquidity, Pro Forma for
proceeds from the Permian Sale and
debt retirement
Pro
Forma
Net
Debt
reduced
to
~$1.0B
(c)
Net Debt to LTM EBITDA less that 2.0x,
the lowest level in corporate history
a)
Liquidity represents the quarter ending cash balance and revolver availability. 3Q12 P.F. liquidity includes proceeds from the Permian divestiture and $1.1B of  debt
retirement
b)
Leverage
Ratio
represents
Consolidated
Leverage
Ratio
calculated
pursuant
to
the
terms
of
the
Senior
Credit
Facility.
3Q12
P.F.
leverage
is
adjusted
for
an
estimated
LTM
EBITDA
related
to
the divested Permian properties and $1.1B of anticipated debt retirement
c)
Contains non-GAAP financial measures. Reconciliations to the most comparable GAAP financial measures can found on our website


SandRidge’s Board is
Highly Qualified to Lead


19
SandRidge’s Board has Deep Oil and Gas Experience
Extensive Oil and Gas Industry Experience
Tom L. Ward
Chairman and CEO
Director since: 2006
Over 30 years’
experience in oil and gas exploration and development
Recognized leader in the Mississippian Lime play
COO and Co-Founder of Chesapeake Energy
Degree in Petroleum Land Management
Jim J. Brewer
Director since: 2011
Over 30 years’
experience in the oil and gas industry
Co-Founder and President of J-Brex Company, a private oil and gas and real estate company
Degree in Geology
Everett R. Dobson
Director since: 2009
Owner of oil and gas properties and experience in the leasing of
oil and gas interests
William A. Gilliland
Director since: 2006
Managing partner of Gillco Energy, L.P., a private partnership with significant investments in oil and
gas assets
Significant experience with oil and gas assets in the Austin Chalk, Woodbine, Woodford Shale, and
Mississippian Lime formations
Daniel W. Jordan
Director since: 2006
Over 30 years’
experience in the oil & gas industry
Officer of Riata Energy, Inc., SandRidge’s predecessor
Founder of Jordan Drilling Fluids, Inc. and Anchor Drilling Fluids USA Inc., the largest privately held
North American drilling fluids firm
Roy T. Oliver, Jr.
Director since: 2006
Long time investor in energy and energy services businesses
Founder and President of U.S. Rig and Equipment, Inc. for over 20 years
Jeffrey S. Serota
Director since: 2007
Senior partner in the Private Equity Group of Ares Management LLC, and management of Ares’
investments in oil and gas industry
Director of EXCO Resources, Inc. an oil and gas exploration and production company


20
Highly Qualified Board to Lead the Company
Oil and Gas
Experience
Senior
Management
Experience
Public Company
Financial
Management
Investing and
Capital Raising
Activities
Tom L. Ward
Jim J. Brewer
Everett R. Dobson
William  A. Gilliland
Daniel W. Jordan
Roy T. Oliver, Jr.
Jeffrey S. Serota


21
TPG-Axon’s Nominees Lack Relevant Experience to Lead SandRidge
Dinakar
Singh,
TPG-Axon’s
leader,
has
never
served
as
a
director
of
a
public
company
and
has
no experience in running an operating business
5
of
7
nominees
have
no
relevant
oil
and
gas
experience
TPG-
Axon
Nominees
Relevant Oil and Gas Experience
Other Potentially Relevant Energy
Experience
Dinakar Singh
None
None
Stephen C. Beasley
Board member since 2010 of BPZ Resources Inc.,
an oil and gas company with a market capitalization
of under $350 million
Management positions in natural gas pipeline,
transportation and gathering system businesses
Edward W. Moneypenny
Prior to 2001, CFO and director of Oryx Energy
Corporation, an oil and gas company
None
Frederic G. Reynolds
None
None
Peter H. Rothschild
None
Prior to 1996, Investment Banking –
Senior Managing
Director and Head of Natural Resources Group at Bear
Stearns & Co. Inc.
Alan J. Weber
None
None
Dan A. Westbrook
None
Member of the boards of Enbridge Energy Company, an
energy distribution company since 2007; Synenco Energy,
Inc. a developer of oil sands, from May 2007 to August
2008; and Dapeng LNG –
8 China, a liquefied natural gas
importer, from September 2001 to December 2005.  Prior
experience in management positions at BP plc and Amoco
Corporation in liquefied natural gas and other energy
businesses in China, Russia and other countries outside
the United States


22
Leverage leadership position in the Mississippian to drive production growth
11,000 drilling locations support growth over next 18 years
Capitalize on infrastructure investments to drive lower drilling
costs and
enhance future returns and stockholder value
Continue to improve financial stability and liquidity
Sale of Permian reduces net debt-to-EBITDA to less than 2.0x and provides resources
to support growth in the Mississippian
A committed, highly qualified, management team and Board with the expertise
necessary to generate long-term value across Company’s asset base
A Clear Plan for Creating Value



On February 4, 2013 SandRidge Energy, Inc. posted the following additional materials to www.supportsandridge.com.


Presentations

 

Date   

Title

   PDF
02/04/13    Stockholder Presentation   


On February 4, 2013 SandRidge Energy, Inc. updated the “Disclaimer” and “Important Information” sections of www.supportsandridge.com as set forth below.


SandRidge Energy, Inc.

Disclaimer

FORWARD LOOKING STATEMENTS

This website may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties that may individually or mutually impact the matters herein described for a variety of reasons that are outside the control of SandRidge Energy, Inc. (the “Company”). Actual results could differ materially from those discussed within. Important factors that could affect performance and cause results to differ materially from management’s expectations are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2012, as updated on its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012, filed on November 9, 2012, and as may be further updated from time to time in the Company’s SEC filings, which are available through the web site maintained by the SEC at www.sec.gov. The Company’s forward-looking statements on this website are based on management’s current views and assumptions regarding future events and speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

On January 18, 2013 the Company filed with the SEC a definitive consent revocation statement in connection with the consent solicitation by TPG-Axon Partners, LP, TPG-Axon Management LP, TPG-Axon Partners GP, L.P., TPG-Axon GP, LLC, TPG-Axon International, L.P., TPG-Axon International GP, LLC, Dinakar Singh LLC, Dinakar Singh, Stephen C. Beasley, Edward W. Moneypenny, Fredric G. Reynolds, Peter H. Rothschild, Alan J. Weber and Dan A. Westbrook (the “TPG-Axon Consent Solicitation”), and has mailed the definitive consent revocation statement and a form of WHITE consent revocation card to stockholders of the Company entitled to execute, withhold or revoke consents relating to the TPG-Axon Consent Solicitation. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE CONSENT REVOCATION STATEMENT, WHICH IS AVAILABLE NOW, AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the consent revocation statement and other documents (when available) filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov.

CERTAIN INFORMATION REGARDING PARTICIPANTS

The Company and certain of its directors and executive officers are participants in the solicitation of consent revocations from the Company’s stockholders in connection with the TPG-Axon Consent Solicitation. Stockholders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the SEC on February 27, 2012, its Quarterly Reports on Form 10-Q for the first three fiscal quarters of the fiscal year ending December 31, 2012, filed on May 7, 2012, August 6, 2012 and November 9, 2012, respectively, and its definitive consent revocation statement, which was filed with the SEC on January 18, 2013. These documents can be obtained free of charge through the website maintained by the SEC at www.sec.gov.

 

Agree    I have read and agree to the terms of this website
Disagree    I disagree with these terms, and will not gain access to the website


Important Information

FORWARD LOOKING STATEMENTS

This website may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties that may individually or mutually impact the matters herein described for a variety of reasons that are outside the control of SandRidge Energy, Inc. (the “Company”). Actual results could differ materially from those discussed within. Important factors that could affect performance and cause results to differ materially from management’s expectations are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2012, as updated on its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012, filed on November 9, 2012, and as may be further updated from time to time in the Company’s SEC filings, which are available through the web site maintained by the SEC at www.sec.gov. The Company’s forward-looking statements on this website are based on management’s current views and assumptions regarding future events and speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

On January 18, 2013 the Company filed with the SEC a definitive consent revocation statement in connection with the consent solicitation by TPG-Axon Partners, LP, TPG-Axon Management LP, TPG-Axon Partners GP, L.P., TPG-Axon GP, LLC, TPG-Axon International, L.P., TPG-Axon International GP, LLC, Dinakar Singh LLC, Dinakar Singh, Stephen C. Beasley, Edward W. Moneypenny, Fredric G. Reynolds, Peter H. Rothschild, Alan J. Weber and Dan A. Westbrook (the “TPG-Axon Consent Solicitation”), and has mailed the definitive consent revocation statement and a form of WHITE consent revocation card to stockholders of the Company entitled to execute, withhold or revoke consents relating to the TPG-Axon Consent Solicitation. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE CONSENT REVOCATION STATEMENT, WHICH IS AVAILABLE NOW, AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the consent revocation statement and other documents (when available) filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov.

CERTAIN INFORMATION REGARDING PARTICIPANTS

The Company and certain of its directors and executive officers are participants in the solicitation of consent revocations from the Company’s stockholders in connection with the TPG-Axon Consent Solicitation. Stockholders may obtain information regarding the names, affiliations and interests of the Company’s directors and executive officers in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the SEC on February 27, 2012, its Quarterly Reports on Form 10-Q for the first three fiscal quarters of the fiscal year ending December 31, 2012, filed on May 7, 2012, August 6, 2012 and November 9, 2012, respectively, and its definitive consent revocation statement, which was filed with the SEC on January 18, 2013. These documents can be obtained free of charge through the website maintained by the SEC at www.sec.gov.