0000902664-12-001555.txt : 20121210 0000902664-12-001555.hdr.sgml : 20121210 20121210172557 ACCESSION NUMBER: 0000902664-12-001555 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121210 DATE AS OF CHANGE: 20121210 EFFECTIVENESS DATE: 20121210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANDRIDGE ENERGY INC CENTRAL INDEX KEY: 0001349436 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 208084793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33784 FILM NUMBER: 121254249 BUSINESS ADDRESS: STREET 1: 123 ROBERT S. KERR AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-6406 BUSINESS PHONE: 405-429-5500 MAIL ADDRESS: STREET 1: 123 ROBERT S. KERR AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-6406 FORMER COMPANY: FORMER CONFORMED NAME: RIATA ENERGY INC DATE OF NAME CHANGE: 20060111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG-AXON Management LP CENTRAL INDEX KEY: 0001508755 IRS NUMBER: 263295563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 479-2044 MAIL ADDRESS: STREET 1: 888 SEVENTH AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 DFAN14A 1 p12-1934dfan14a.htm SANDRIDGE ENERGY, INC. p12-1934dfan14a.htm
SCHEDULE 14A
Consent Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
 
Filed by the Registrant    [  ]

Filed by a Party other than the Registrant    [x]

Check the appropriate box:

[  ]
Preliminary Consent Statement
[  ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[  ]
Definitive Consent Statement
[  ]
Definitive Additional Materials
[X]
Soliciting Material Pursuant to § 240.14a-12

SandRidge Energy, Inc.
 
(Name of Registrant as Specified In Its Charter)

TPG-Axon Management LP
TPG-Axon Partners GP, L.P.
TPG-Axon GP, LLC
TPG-Axon Partners, LP
TPG-Axon International, L.P.
TPG-Axon International GP, LLC
Dinakar Singh LLC
Dinakar Singh

(Name of Person(s) Filing Consent 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 Rule 14a-6(i)(4) and 0-11.
 
    1)           Title of each class of securities to which transaction applies:
 
    2)           Aggregate number of securities to which transaction applies:
 
    3)           Per unit price or other underlying value of 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 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:
 
 
 



On December 10, 2012, TPG-Axon Management LP and its affiliates (collectively, "TPG-Axon") posted additional materials to www.shareholdersforsandridge.com to include excerpts from and citations to several print and video media that may be relevant to TPG-Axon's solicitation of written consents from stockholders of SandRidge Energy, Inc. ("SandRidge").  Copies of such materials are filed herewith as Exhibit 1.
 
Also on December 10, 2012, TPG-Axon posted an advertisement on The Oklahoman's website directing SandRidge stockholders to click on a link that accesses the www.shareholdersforsandridge.com website.  The text of the advertisement is as follows:  IF YOU ARE A SHAREHOLDER OF SANDRIDGE STOCK, CLICK HERE.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 EX-99 2 p12-1934exhibit1.htm EXHIBIT 1 p12-1934exhibit1.htm

EXHIBIT 1
 
MEDIA COVERAGE
 
Broadcast
 
SandRidge Management Is Not Trusted, Singh Says
Bloomberg TV
 
November 13, 2012
 
VIDEO – Dinakar Singh, chief executive officer of hedge fund TPG-Axon Capital Management LP, talks about his firm’s recommendation that SandRidge Energy Inc. replace its chief executive officer and some board members, and consider selling itself. Singh, speaking with Pimm Fox and Stephanie Ruhle on Bloomberg Television’s “Market Makers,” also discusses the so-called U.S. fiscal cliff, and investment opportunities in Japan, airlines and financials. (Source: Bloomberg)
 
Source: http://www.bloomberg.com/video/sandridge-management-is-not-trusted-singh-says-xacJJMnnSBCEylg2oXcMbA.html

Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 
_______________________________________________________________________________________________________
 
Activist Play on SandRidge Energy
CNBC
 
November 9, 2012
 
VIDEO – We have a hedge fund titan here to talk about the markets and a special deal that’s going on. Hedge fund TPG-Axon has a 4.9% stake in SandRidge and has called for that oil and gas company to put itself up for sale and for its chief executive to step down.
 
Source: http://video.cnbc.com/gallery/?video=3000128145&play=1
 
Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 
 
_______________________________________________________________________________________________________

Print
 
SandRidge CEO sets bar even lower for oil patch
Reuters Breakingviews
By: Christopher Swann
 
December 3, 2012
 
Tom Ward, chief executive of troubled oil and gas explorer SandRidge Energy, has set the bar even lower for the oil patch. He is not the first energy boss to live large at shareholders’ expense.
 
Source: http://blogs.reuters.com/breakingviews/2012/12/03/sandridge-ceo-sets-bar-even-lower-for-oil-patch/
 
Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.

 
_______________________________________________________________________________________________________
Is It Time to Throw in the Towel on SandRidge Energy?
The Motley Fool
By: Arjun Sreekumar

December 3, 2012

SandRidge Energy (NYSE: SD) has been a dismal performer not just this year, but ever since the company's IPO in 2007. In fact, since it went public, it has been the worst-performing energy stock traded on U.S. markets. Shares are down around 80% from its IPO and more than 90% from its June 2008 peak.
 
Source: http://www.fool.com/investing/general/2012/12/03/is-it-time-to-throw-in-the-towel-on-sandridge-ener.aspx
 
 
Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 

_______________________________________________________________________________________________________
SandRidge investor seeks board revamp, possible sale
Reuters
By: Anna Driver
 
November 30, 2012
 
(Reuters) – Hedge fund TPG-Axon said on Friday it will solicit support from other shareholders of SandRidge Energy Inc (SD.N) to replace the company’s board of directors, citing poor management of the U.S. oil and gas company.
 
Source: http://www.reuters.com/article/2012/11/30/us-tpg-sandridge-idUSBRE8AT0TX20121130
 
Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 

_______________________________________________________________________________________________________
TPG-Axon’s Singh Asks for SandRidge Board Vote
Bloomberg
By: Mike Lee
 
November 30, 2012
 
SandRidge Energy Inc. (SD), the energy producer that’s lost 28 percent of its value this year, should allow its shareholders to vote on replacing the company’s directors, clearing the way for the company to be sold, said hedge fund manager Dinakar Singh.
 
Source: http://www.businessweek.com/news/2012-11-30/tpg-axons-singh-asks-for-sandridge-board-vote
 
Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 

_______________________________________________________________________________________________________
Is Management Holding SandRidge Energy Back?
The Motley Fool
By: Arjun Sreekumar

November 28, 2012

SandRidge Energy (NYSE: SD) has recently taken a lot of heat. Two different hedge funds, both large SandRidge shareholders, have made a number of serious claims against the company. Among other things, they allege dismal corporate governance, profligate spending, and a complete disregard for shareholder value.

Source: http://www.fool.com/investing/general/2012/11/28/is-management-holding-sandridge-energy-back.aspx

Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 

 
_______________________________________________________________________________________________________
 
Analysts Down on SandRidge Poison Pill
The Wall Street Journal
By: Ryan Dezember
 
November 20, 2012
 
Simmons & Company International analysts are “not thrilled” to see SandRidge Energy adopt a poison pill. The analysts said in a research note Tuesday that they share the view — expressed by some investors and the company — that the Oklahoma City oil-and-gas producer’s stock doesn’t currently reflect the true value of SandRidge’s assets.
 
Source: http://blogs.wsj.com/deals/2012/11/20/analysts-down-on-sandridge-poison-pill/
 
Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 
 
_______________________________________________________________________________________________________
 
UPDATE 2-Second investor calls for SandRidge to replace CEO Ward
Reuters
 
November 15, 2012
 
(Reuters) – A second large investor has called for SandRidge Energy Inc to replace Chief Executive Officer Tom Ward and overhaul its board, saying the oil and gas company has suffered from “critical failures of management and board oversight.”
 
Source: http://www.reuters.com/article/2012/11/15/sandridge-mountkellett-idUSL1E8MF6AH20121115
 
Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 
 

_______________________________________________________________________________________________________
SandRidge Investor Revolt Mounts Over ‘Critical Failures’
Bloomberg Businessweek
By: Joe Carroll
 
November 15, 2012
 
SandRidge Energy Inc. (SD), the oil producer that lost more than one-third of its market value this year, faces rising shareholder mistrust amid calls for new leadership and a clearer company strategy.
 
Source: http://www.businessweek.com/news/2012-11-15/sandridge-investor-revolt-mounts-over-critical-failures
 
Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 

_______________________________________________________________________________________________________
SandRidge Energy Has Had Poor Corporate Governance For Years
Seeking Alpha
By: GMI Ratings

November 14, 2012

A shareholder in SandRidge Energy, Inc. (SD) said the Oklahoma oil and natural gas company should find new management, making complaints about various issues including "appalling" corporate governance. We have warned for more than a year about SandRidge's high risk in this area, and its financial statements continue to reflect problematic accounting and board composition, among other things.

Source: http://seekingalpha.com/article/1007291-sandridge-energy-has-had-poor-corporate-governance-for-years

Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 

 
_______________________________________________________________________________________________________
 
SandRidge Should Replace CEO, Consider Sale: TPG-Axon
Bloomberg BusinessWeek
By: Mike Lee
 
November 8, 2012
 
SandRidge Energy Inc. (SD), the energy company that has declined 77 percent since it began trading in 2007, should replace Chairman and Chief Executive Officer Tom Ward and consider selling itself after a “disastrous”performance, hedge fund TPG-Axon Capital Management LP said.
 
Source: http://www.businessweek.com/news/2012-11-08/sandridge-should-replace-ceo-consider-sale-tpg-axon
 
Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 

 
_______________________________________________________________________________________________________
 
SandRidge Holder Seeks Board Shake Up
The Wall Street Journal
 
November 8, 2012
 
One of SandRidge Energy Inc.’s largest shareholders is pushing the company to reconfigure its board, oust Chief Executive Tom Ward and hire bankers to explore a sale of all or parts of the Oklahoma City energy producer.
 
Source: http://professional.wsj.com/article/SB10001424127887324894104578106930165231490.html?mod=googlenews_wsj&mg=reno-wsj
 
Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 

 
_______________________________________________________________________________________________________
 
UPDATE 5 -SandRidge investor seeks possible sale, ouster of CEO
Reuters
By: Michael Erman and Anna Driver
 
November 8, 2012
 
One of SandRidge Energy Inc’s top shareholders called for the oil and gas company to consider selling itself and for Chief Executive Tom Ward to step down, saying management’s strategy has been “incoherent, unpredictable and volatile.”
 
Source: http://www.reuters.com/article/2012/11/08/sandridge-tpgaxon-idUSL1E8M84BU20121108?feedType=RSS&feedName=nonCyclicalConsumerGoodsSector&rpc=43
 
Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.
 

 
 
_______________________________________________________________________________________________________
SandRidge Energy’s Valuation Washout
Barron’s
 
November 12, 2012
 
SandRidge Energy (SD: NYSE) By Global Hunter Securities ($5.51, Nov. 12, 2012) Caveat emptor may be the best strategy with respect to SandRidge Energy shares after the third-quarter operations update and earnings announcement.
 
Source: http://online.barrons.com/article/SB50001424052748704526104578114933650015490.html?mod=BOL_hpp_oe
 
Any information or materials contained on the website that can be accessed via the above link is not part of the Shareholders for SandRidge website. For legal reasons, we are not permitted to hyperlink to sites with comments or other content that may regularly change.