January 2013
SandRidge Related-Party Land Transactions
EXHIBIT 1
1
DISCLAIMER
THIS PRESENTATION IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. IT DOES NOT HAVE REGARD TO THE SPECIFIC
INVESTMENT OBJECTIVE, FINANCIAL SITUATION, SUITABILITY, OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY
RECEIVE THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON THE MERITS OF ANY INVESTMENT DECISION. THE
VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF 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 AND DINAKAR SINGH ("TPG-AXON" AND, TOGETHER WITH STEPHEN C. BEASLEY, EDWARD W. MONEYPENNY, FREDRIC G.
REYNOLDS, PETER H. ROTHSCHILD, ALAN J. WEBER AND DAN A. WESTBROOK, THE "PARTICIPANTS"), AND ARE BASED ON
PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO SANDRIDGE ENERGY, INC. (THE "ISSUER").
INVESTMENT OBJECTIVE, FINANCIAL SITUATION, SUITABILITY, OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY
RECEIVE THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON THE MERITS OF ANY INVESTMENT DECISION. THE
VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF 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 AND DINAKAR SINGH ("TPG-AXON" AND, TOGETHER WITH STEPHEN C. BEASLEY, EDWARD W. MONEYPENNY, FREDRIC G.
REYNOLDS, PETER H. ROTHSCHILD, ALAN J. WEBER AND DAN A. WESTBROOK, THE "PARTICIPANTS"), AND ARE BASED ON
PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO SANDRIDGE ENERGY, INC. (THE "ISSUER").
THE PARTICIPANTS RESERVE THE RIGHT TO CHANGE ANY OF THEIR OPINIONS EXPRESSED HEREIN AT ANY TIME AS THEY DEEM
APPROPRIATE. THE PARTICIPANTS DISCLAIM ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED HEREIN. THE
PARTICIPANTS HAVE NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION
INDICATED IN THIS PRESENTATION AS HAVING BEEN OBTAINED OR DERIVED FROM STATEMENTS MADE OR PUBLISHED BY THIRD
PARTIES. ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD
PARTY FOR THE VIEWS EXPRESSED HEREIN. NO WARRANTY IS MADE THAT DATA OR INFORMATION, WHETHER DERIVED OR
OBTAINED FROM FILINGS MADE WITH THE SEC OR FROM ANY THIRD PARTY, ARE ACCURATE. THE PARTICIPANTS SHALL NOT BE
RESPONSIBLE OR HAVE ANY LIABILITY FOR ANY MISINFORMATION CONTAINED IN ANY SEC FILING OR THIRD PARTY REPORT.
UNDER NO CIRCUMSTANCES IS THIS PRESENTATION TO BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITY.
APPROPRIATE. THE PARTICIPANTS DISCLAIM ANY OBLIGATION TO UPDATE THE INFORMATION CONTAINED HEREIN. THE
PARTICIPANTS HAVE NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION
INDICATED IN THIS PRESENTATION AS HAVING BEEN OBTAINED OR DERIVED FROM STATEMENTS MADE OR PUBLISHED BY THIRD
PARTIES. ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD
PARTY FOR THE VIEWS EXPRESSED HEREIN. NO WARRANTY IS MADE THAT DATA OR INFORMATION, WHETHER DERIVED OR
OBTAINED FROM FILINGS MADE WITH THE SEC OR FROM ANY THIRD PARTY, ARE ACCURATE. THE PARTICIPANTS SHALL NOT BE
RESPONSIBLE OR HAVE ANY LIABILITY FOR ANY MISINFORMATION CONTAINED IN ANY SEC FILING OR THIRD PARTY REPORT.
UNDER NO CIRCUMSTANCES IS THIS PRESENTATION TO BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITY.
THE PARTICIPANTS HAVE FILED WITH THE SEC A DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD TO BE
USED TO SOLICIT WRITTEN CONSENTS FROM THE STOCKHOLDERS OF THE ISSUER IN CONNECTION WITH TPG-AXON'S INTENT TO
TAKE CORPORATE ACTION BY WRITTEN CONSENT. ALL STOCKHOLDERS OF THE ISSUER ARE ADVISED TO READ THE DEFINITIVE
CONSENT STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF WRITTEN CONSENTS BY THE PARTICIPANTS
FROM STOCKHOLDERS OF THE ISSUER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL
INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD
HAVE BEEN FURNISHED TO SOME OR ALL OF THE ISSUER'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT
DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, TPG-AXON WILL
PROVIDE COPIES OF THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD WITHOUT CHARGE UPON
REQUEST.
USED TO SOLICIT WRITTEN CONSENTS FROM THE STOCKHOLDERS OF THE ISSUER IN CONNECTION WITH TPG-AXON'S INTENT TO
TAKE CORPORATE ACTION BY WRITTEN CONSENT. ALL STOCKHOLDERS OF THE ISSUER ARE ADVISED TO READ THE DEFINITIVE
CONSENT STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF WRITTEN CONSENTS BY THE PARTICIPANTS
FROM STOCKHOLDERS OF THE ISSUER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL
INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD
HAVE BEEN FURNISHED TO SOME OR ALL OF THE ISSUER'S STOCKHOLDERS AND ARE, ALONG WITH OTHER RELEVANT
DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, TPG-AXON WILL
PROVIDE COPIES OF THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD WITHOUT CHARGE UPON
REQUEST.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS BY SECURITY
HOLDINGS IS CONTAINED IN THE DEFINITIVE CONSENT STATEMENT ON SCHEDULE 14A FILED BY TPG-AXON WITH THE SEC ON
JANUARY 18, 2013. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.
HOLDINGS IS CONTAINED IN THE DEFINITIVE CONSENT STATEMENT ON SCHEDULE 14A FILED BY TPG-AXON WITH THE SEC ON
JANUARY 18, 2013. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.
SandRidge Related-Party Land Transactions
Ø SandRidge claims TPG-Axon has “engaged in a false and misleading campaign and "consent solicitation” filled
with half-truths and unsubstantiated statements regarding management, the Board and the Company. TPG-Axon
has repeatedly made inflammatory and false statements with one simple goal - they want to distract you from the
facts regarding SandRidge and its strategy for creating value…”
with half-truths and unsubstantiated statements regarding management, the Board and the Company. TPG-Axon
has repeatedly made inflammatory and false statements with one simple goal - they want to distract you from the
facts regarding SandRidge and its strategy for creating value…”
Ø Most of the observations we have made about, and criticism we have directed at, the company are based
on publicly available facts - the performance of the company’s stock, financial performance of the
company, and actions taken by the company
on publicly available facts - the performance of the company’s stock, financial performance of the
company, and actions taken by the company
Ø Therefore, presumably, management objects to allegations we have raised regarding related-party
transactions that we believe have damaged shareholder interests
transactions that we believe have damaged shareholder interests
Ø As a result, we are sharing with all shareholders some of the facts that support our concerns regarding
“the facts regarding SandRidge and its strategy for creating value”
“the facts regarding SandRidge and its strategy for creating value”
Ø We believe the management and Board of Directors of any company - including SandRidge - should have
one overriding objective…creating value for shareholders
one overriding objective…creating value for shareholders
Ø As a general business principle, we believe it is inappropriate and unethical for any management to
compete with the shareholders they are paid to serve
compete with the shareholders they are paid to serve
Ø In the case of SandRidge, our examination of the facts regarding related party transactions and
competition cause us enormous concern, and lead us to question whether company management and
resources are focused exclusively on building shareholder value, or instead have also been used for the
benefit of others, even sometimes in direct competition with the company
competition cause us enormous concern, and lead us to question whether company management and
resources are focused exclusively on building shareholder value, or instead have also been used for the
benefit of others, even sometimes in direct competition with the company
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3
SandRidge Related-Party Land Transactions
Ø The primary business of the company, as espoused by management, has been the acquisition and
development of mineral rights in the areas of the Mississippian Lime formation, in various parts of
Oklahoma and Kansas
development of mineral rights in the areas of the Mississippian Lime formation, in various parts of
Oklahoma and Kansas
Ø “Over the last several years, your Board and management team have taken strategic actions to transform
SandRidge into the leading operator in the Mississippian Lime play of northern Oklahoma and western Kansas.
These actions have established SandRidge as an industry leader in what is widely considered to be one of the most
valuable oil-rich basins in the United States.”
SandRidge into the leading operator in the Mississippian Lime play of northern Oklahoma and western Kansas.
These actions have established SandRidge as an industry leader in what is widely considered to be one of the most
valuable oil-rich basins in the United States.”
Ø “While the Mississippian formation in Oklahoma and Kansas had been developed with vertically drilled wells for
many decades, its potential had gone largely unnoticed and untapped until the Company quietly and inexpensively
leased millions of acres, which it is now aggressively developing. As results were realized by the Company in the
play, large independent producers and major integrated multinational companies turned their attention to the area
and invested significant amounts of their own capital, driving up acreage costs after the Company had completed the
large bulk of its planned acreage purchases.”
many decades, its potential had gone largely unnoticed and untapped until the Company quietly and inexpensively
leased millions of acres, which it is now aggressively developing. As results were realized by the Company in the
play, large independent producers and major integrated multinational companies turned their attention to the area
and invested significant amounts of their own capital, driving up acreage costs after the Company had completed the
large bulk of its planned acreage purchases.”
Ø The company clearly states that the Mississippian is now (after repeated shifts in strategy over the past
five years) the primary focus of the company
five years) the primary focus of the company
Ø The company notes the importance of “quietly and inexpensively” acquiring mineral rights before others
start “driving up acreage costs”, suggesting that the acquisition of mineral rights as quietly and
inexpensively as possible is important to creating value for shareholders
start “driving up acreage costs”, suggesting that the acquisition of mineral rights as quietly and
inexpensively as possible is important to creating value for shareholders
Ø Is it not obvious, then, that companies or entities that repeatedly acquired mineral rights in similar areas
at similar times would be obvious competitors to SandRidge? Particularly if they often moved ahead of
SandRidge in identifying attractive land and mineral rights? And particularly if they then sold those
rights to other large, well-financed rival energy companies? Or even to SandRidge itself?
at similar times would be obvious competitors to SandRidge? Particularly if they often moved ahead of
SandRidge in identifying attractive land and mineral rights? And particularly if they then sold those
rights to other large, well-financed rival energy companies? Or even to SandRidge itself?
Ø If such a competitor were none other than the CEO’s family, shouldn’t stockholders be deeply
concerned?
concerned?
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What SandRidge has already disclosed…
Ø SandRidge has disclosed certain transactions between SandRidge and entities related to Tom Ward and
the Ward family, including TLW Land & Cattle and WCT Resources
the Ward family, including TLW Land & Cattle and WCT Resources
Ø TLW Land & Cattle LP - “an entity in which Mr. Ward has an ownership interest”
Ø From the 2012 proxy: “We own wells on certain areas of land in northwest Oklahoma under which TLW
Land & Cattle LP (“TLW LC”), an entity in which Mr. Ward has an ownership interest, owns a royalty
interest. In 2011, we paid royalties totaling $925,735 to TLW-LC in connection with the production of oil
and natural gas from these properties.”
Land & Cattle LP (“TLW LC”), an entity in which Mr. Ward has an ownership interest, owns a royalty
interest. In 2011, we paid royalties totaling $925,735 to TLW-LC in connection with the production of oil
and natural gas from these properties.”
Ø WCT Resources - “a limited liability company owned by trusts established for the benefit of Mr. Ward’s
children”
children”
Ø From the 2012 proxy: “In January 2011, we purchased a portion of the working interest in leases covering
acreage in northeast Oklahoma from WCT Resources, L.L.C., a limited liability company formed in 2002
and owned by trusts established in 1989 for the benefit of Mr. Ward’s children (“WCT”), for $391,955. WCT
also participates as a working interest owner in wells we operate in northwest Oklahoma, and during 2011,
we paid revenue of $168,196 to WCT as a working interest owner.”
acreage in northeast Oklahoma from WCT Resources, L.L.C., a limited liability company formed in 2002
and owned by trusts established in 1989 for the benefit of Mr. Ward’s children (“WCT”), for $391,955. WCT
also participates as a working interest owner in wells we operate in northwest Oklahoma, and during 2011,
we paid revenue of $168,196 to WCT as a working interest owner.”
Ø Since 2008, SandRidge has disclosed $9.5 million of payments to entities related to Tom Ward and the
Ward family
Ward family
Ø $3.9 million to TLW Land & Cattle
Ø $5.6 million to WCT Resources
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…but what they have NOT disclosed is startling
Ø Company disclosures have been limited
Ø In order to better understand the related party transactions of SandRidge, we engaged investigators to
gather additional information for us
gather additional information for us
Ø To obtain this information, it was necessary to directly gather lease information from court houses and
record offices across Kansas and Oklahoma
record offices across Kansas and Oklahoma
Ø We are still early in the process and have much more ground to cover
Ø The Mississippian Lime is a vast play covering over 17 million acres, in which SandRidge has leased over
2 million acres
2 million acres
Ø To date, we have examined only a small percentage of SandRidge’s total acreage
Ø Yet, already, it seems clear to us that entities related to the Ward family have been active competitors to
SandRidge Energy in the acquisition and sale of mineral rights
SandRidge Energy in the acquisition and sale of mineral rights
Ø In the interest of transparency, we are providing examples of transactions we have discovered to help
illustrate the nature of activity we are observing
illustrate the nature of activity we are observing
Ø Our investigation continues, and we expect to update stockholders as we learn more
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SandRidge Related-Party Land Transactions
Ø To date, we have discovered that many entities affiliated with the Ward family have been active in
acquiring acreage and mineral rights in the Mississippian Lime
acquiring acreage and mineral rights in the Mississippian Lime
Ø In particular, TLW Land & Cattle, WCT Resources and 192 Investments are entities that have acquired
meaningful acreage in the Mississippian Lime.
meaningful acreage in the Mississippian Lime.
Ø Each of these entities is related to Tom Ward or his immediate family, and has shared an address with
SandRidge at various points in the past
SandRidge at various points in the past
Ø We have found many occurrences of flipping and purchases in the same areas where SandRidge acquires
mineral rights
mineral rights
Ø In a number of instances, WCT Resources has moved ahead of the company to acquire mineral rights from
third parties, and then flipped them to SandRidge just weeks or months later
third parties, and then flipped them to SandRidge just weeks or months later
Ø More worryingly, it appears that WCT Resources has acquired acreage in advance of purchases by
SandRidge in the same area, and then either sold it to third parties or kept it
SandRidge in the same area, and then either sold it to third parties or kept it
Ø We call on the Board of Directors to conduct an investigation of CEO Tom Ward and this conduct
Ø We also demand that the company provide shareholders with all available information regarding the nature
of the interaction between the various entities controlled by members of the Ward family and SandRidge
of the interaction between the various entities controlled by members of the Ward family and SandRidge
Ø We believe the fact pattern suggests that SandRidge shareholders may have been disadvantaged by the
actions of Mr. Ward and his family
actions of Mr. Ward and his family
Ø We believe the company may not have fully properly disclosed the nature of these transactions to
stockholders. In addition, if Mr. Ward did not disclose the full extent of these transactions to the company,
we believe this may be cause for termination.
stockholders. In addition, if Mr. Ward did not disclose the full extent of these transactions to the company,
we believe this may be cause for termination.
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What is WCT Resources?
Ø In response to our investigation and statements regarding our beliefs on this matter, SandRidge added
additional disclosure in their consent revocation statement filed on January 7, 2013.
additional disclosure in their consent revocation statement filed on January 7, 2013.
Ø “WCT is an independent oil and gas company in which Mr. Ward retains no financial interest nor has any
management or operational involvement.”
management or operational involvement.”
Ø What we have learned about WCT Resources:
Ø WCT Resources was established in January 2002
Ø WCT Resources is owned by trusts established by Tom and Sch’ree Ward for the benefit of Tom Ward’s children
(Ward Children’s Trust). The trustee of Ward Children’s Trust is Scott C. Hartman, who we believe is a
SandRidge employee
(Ward Children’s Trust). The trustee of Ward Children’s Trust is Scott C. Hartman, who we believe is a
SandRidge employee
Ø The company states that WCT Resources is currently run by Trent Ward, Tom Ward’s son
Ø WCT Resources appears to have a fraction of the approximately 2,500 full-time employees that SandRidge
Energy does. The company’s phone voicemail lists just seven total employees in its directory
Energy does. The company’s phone voicemail lists just seven total employees in its directory
Ø The address of WCT Resources was the same as SandRidge’s headquarters until last year
Ø In some prior years, based on a comparison of signatures, it appears that Tom Ward signed company documents
Ø The current Chief Operating Officer of WCT Resources, Scott White, appears to have been a land manager at
SandRidge Energy until as recently as 2011
SandRidge Energy until as recently as 2011
Ø There have been numerous transactions between Ward family members, or entities associated with Ward family
members, and WCT Resources. We have documented transactions between TLW Cattle & Land or Sch’ree
Ward, Tom Ward’s wife, and WCT Resources
members, and WCT Resources. We have documented transactions between TLW Cattle & Land or Sch’ree
Ward, Tom Ward’s wife, and WCT Resources
Ø WCT Resources is just one of several entities controlled by members of the Ward family which appear to be
active participants in the purchase and sale of land and mineral rights in the Mississippian
active participants in the purchase and sale of land and mineral rights in the Mississippian
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Shareholders demand to know!
Ø What is the exact relationship between SandRidge and WCT Resources, and how has it evolved over time?
Ø What resources does WCT have to actively prospect, evaluate and purchase mineral rights in the Mississippian?
Ø What information has SandRidge shared with Trent Ward, WCT Resources or other entities related to the Ward
Family? Is it a coincidence that WCT Resources appears frequently alongside, or even ahead of, SandRidge in the
acquisition of various parcels of land or mineral rights?
Family? Is it a coincidence that WCT Resources appears frequently alongside, or even ahead of, SandRidge in the
acquisition of various parcels of land or mineral rights?
Ø If WCT has no involvement with SandRidge, why do they often show up in the same places? How can this
apparently small company repeatedly beat SandRidge and its 2,500 full time employees to the punch?
apparently small company repeatedly beat SandRidge and its 2,500 full time employees to the punch?
Ø Has SandRidge provided resources or services to WCT Resources, or other entities related to the Ward family?
Ø How many former SandRidge employees have worked for WCT Resources or other entities related to the Ward
family? What steps did the company take to prevent SandRidge information from being used by former employees
for the benefit of other entities?
family? What steps did the company take to prevent SandRidge information from being used by former employees
for the benefit of other entities?
Ø What other entities or individuals that appear frequently alongside SandRidge (such as 192 Investments and
Sch’ree Ward) have relationships to Tom Ward or the Ward family? What company information or resources have
been shared with such entities?
Sch’ree Ward) have relationships to Tom Ward or the Ward family? What company information or resources have
been shared with such entities?
Ø What is the relationship between SandRidge or entities related to the Ward family, and the land companies that
have assigned mineral rights to WCT Resources (such as Bent Tree Properties)?
have assigned mineral rights to WCT Resources (such as Bent Tree Properties)?
Ø How much did the SandRidge Board of Directors know about these transactions? Why were many of them not
disclosed to shareholders?
disclosed to shareholders?
Ø How is it appropriate that the family of the CEO is a frequent competitor to SandRidge, in the company’s
primary business?
primary business?
Examples of Related-Party Land Transactions
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Examples of flipping
Ø SEC disclosure:
Ø From the 2012 proxy: “In January 2011, we purchased a portion of the working interest in leases covering
acreage in northeast Oklahoma from WCT Resources”
acreage in northeast Oklahoma from WCT Resources”
Ø What actually happened:
Ø On November 30, 2010, WCT Resources leased mineral rights from the Berry family in Pawnee County,
Oklahoma¹
Oklahoma¹
Ø Two months later, on January 20, 2011, WCT Resources flipped those specific leases to SandRidge
|
Nov
2010 |
Dec
2010 |
Jan
2011 |
Feb
2011 |
Mar
2011 |
Apr
2011 |
May
2011 |
Jun
2011 |
|
Apr
2012 |
WCT Resources acquires
mineral rights
in Pawnee County¹
mineral rights
in Pawnee County¹
SandRidge acquires
those mineral rights
from WCT Resources
those mineral rights
from WCT Resources
SandRidge discloses
transaction in proxy
transaction in proxy
¹ Pawnee County: 19-21N-04E
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Examples of flipping
Ø SEC disclosure:
Ø From the 2011 proxy: “In September 2010, we purchased a portion of the working interest in leases covering
acreage in northeast Oklahoma from WCT Resources”
acreage in northeast Oklahoma from WCT Resources”
Ø What actually happened:
Ø On April 6, 2010, WCT Resources leased mineral rights from the Lushabaugh, Thomas, Rouwalk, Louwalk
and Goodfox families in Pawnee County, Oklahoma¹
and Goodfox families in Pawnee County, Oklahoma¹
Ø Then, on June 15, 2010 and September 28, 2010, WCT Resources was assigned additional mineral rights
from Jackfork Land Inc. in Pawnee County²,³
from Jackfork Land Inc. in Pawnee County²,³
Ø Three weeks later, on October 15, 2010, WCT Resources flipped certain of those specific leases to
SandRidge
SandRidge
¹ Pawnee County: 19-23N-04E; 30-23N-04E; 29-22N-04E; 20-22N-04E; 07-22N-04E; 07-22N-04E; 07-22N-04E
² Pawnee County: 03-21N-04E; 13-22N-03E; 03-22N-04E; 04-22N-04E; 05-22N-04E; 07-22N-04E; 08-22N-04E; 17-22N-04E; 18-22N-04E;
20-22N-04E; 21-22N-04E; 22-22N-04E; 31-23N-04E; 24-23N-03E; 25-23N-03E; 19-23N-04E; 30-23N-04E; 31-23N-04E
20-22N-04E; 21-22N-04E; 22-22N-04E; 31-23N-04E; 24-23N-03E; 25-23N-03E; 19-23N-04E; 30-23N-04E; 31-23N-04E
³ Pawnee County: 03-21N-04E; 7-21N-04E; 8-22N-04E; 31-23N-04E
|
Apr
2010 |
May
2010 |
Jun
2010 |
Jul
2010 |
Aug
2010 |
Sep
2010 |
Oct
2010 |
Nov
2010 |
|
Apr
2011 |
WCT Resources acquires
mineral rights
in Pawnee County¹
mineral rights
in Pawnee County¹
SandRidge acquires
those mineral rights
from WCT Resources
those mineral rights
from WCT Resources
SandRidge discloses
transaction in proxy
transaction in proxy
WCT Resources acquires
mineral rights
in Pawnee County²
mineral rights
in Pawnee County²
WCT Resources acquires
mineral rights
in Pawnee County³
mineral rights
in Pawnee County³
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Examples of flipping
Ø SEC disclosure:
Ø From the 2013 consent revocation statement: “In May 2012 and August 2012, we purchased a portion of the
working interest in leases covering acreage in northern Oklahoma from WCT Resources”
working interest in leases covering acreage in northern Oklahoma from WCT Resources”
Ø What actually happened:
Ø On May 20, 2005, TLW Land & Cattle purchased land and mineral rights from Edwin Herslee in Woods County,
Oklahoma¹
Oklahoma¹
Ø On November 3, 2011, WCT Resources leased mineral rights from the TLW Land & Cattle in Woods County,
Oklahoma
Oklahoma
Ø Six months later, on May 23, 2012, WCT Resources flipped those specific leases to SandRidge
¹ Woods County: 17-28N-18W; 18-28N-18W; 20-28N-18W
|
May
2005 |
|
Nov
2011 |
Dec
2011 |
Jan
2012 |
Feb
2012 |
Mar
2012 |
Apr
2012 |
|
Jan
2013 |
TLW Land & Cattle
purchases land and mineral
rights in Woods County¹
purchases land and mineral
rights in Woods County¹
SandRidge acquires
those mineral rights
from WCT Resources
those mineral rights
from WCT Resources
SandRidge discloses
transaction in consent
revocation statement
transaction in consent
revocation statement
WCT Resources acquires
those mineral rights
from TLW Land & Cattle
those mineral rights
from TLW Land & Cattle
13
Examples of flipping
Ø SEC disclosure:
Ø From the 2013 consent revocation statement: “In May 2012 and August 2012, we purchased a portion of the
working interest in leases covering acreage in northern Oklahoma from WCT Resources”
working interest in leases covering acreage in northern Oklahoma from WCT Resources”
Ø What actually happened:
Ø On August 5, 2008, TLW Land & Cattle purchased land and mineral rights from the Joy family in Alfalfa County,
Oklahoma¹
Oklahoma¹
Ø On February 28, 2012, WCT Resources leased those mineral rights from the TLW Land & Cattle
Ø Seven months later, on August 29, 2012, WCT Resources flipped those specific leases to SandRidge
¹ Alfalfa County: 12-28N-10W
|
Aug
2008 |
|
Feb
2012 |
Mar
2012 |
Apr
2012 |
May
2012 |
Jun
2012 |
Jul
2012 |
|
Jan
2013 |
TLW Land & Cattle
purchases land and mineral
rights in Alfalfa County¹
purchases land and mineral
rights in Alfalfa County¹
SandRidge acquires
those mineral rights
from WCT Resources
those mineral rights
from WCT Resources
SandRidge discloses
transaction in consent
revocation statement
transaction in consent
revocation statement
WCT Resources acquires
those mineral rights
from TLW Land & Cattle
those mineral rights
from TLW Land & Cattle
14
Examples of flipping
Ø SEC disclosure:
Ø From the 2009 proxy: “WCT Resources L.L.C., a limited liability company for the benefit of Mr. Ward’s children,
participated as a working interest owner in our development of the area”
participated as a working interest owner in our development of the area”
Ø What actually happened:
Ø On October 1, 2007, WCT Resources leased mineral rights from the TLW Land & Cattle in Woods County,
Oklahoma¹
Oklahoma¹
Ø Twelve months later, on October 21, 2008, WCT Resources flipped those specific leases to SandRidge with an
effective date of November 6, 2007
effective date of November 6, 2007
¹ Woods County: 17-24N-14W
|
|
|
Sep
2007 |
Oct
2007 |
Nov
2007 |
|
Sep
2008 |
Oct
2008 |
|
Apr
2009 |
TLW Land & Cattle
purchases land and mineral
rights in Woods County
purchases land and mineral
rights in Woods County
SandRidge acquires
those mineral rights
from WCT Resources
those mineral rights
from WCT Resources
SandRidge discloses
transaction in proxy
transaction in proxy
WCT Resources acquires
mineral rights
from TLW Land & Cattle¹
mineral rights
from TLW Land & Cattle¹
15
Examples of flipping
Ø SEC disclosure:
Ø From the 2009 proxy: “In April 2007, we leased the minerals under a certain area in Woods County, Oklahoma
from TLW Land & Cattle”
from TLW Land & Cattle”
Ø What actually happened:
Ø On March 10, 2005, TLW Land & Cattle purchased land and mineral rights from Jane Purnell in Woods County,
Oklahoma¹
Oklahoma¹
Ø Two years later, on April 11, 2007, TLW Land & Cattle assigns working interest in those mineral rights to both
SandRidge and WCT Resources
SandRidge and WCT Resources
Ø On December 14, 2010, TLW Land & Cattle sells the land to Larry Noble
Ø On April 23, 2012, WCT Resources assigns wellbore rights in that specific acreage to Sch’ree Ward, the wife of
Tom Ward. On May 23, 2012, SandRidge starting drilling the Noble 1-16 well
Tom Ward. On May 23, 2012, SandRidge starting drilling the Noble 1-16 well
¹ Woods County: 16-28N-14W
|
Sep
2005 |
|
Apr
2007 |
|
Apr
2009 |
|
Feb
2012 |
Mar
2012 |
Apr
2012 |
May
2012 |
TLW Land & Cattle
purchases land and mineral
rights in Woods County¹
purchases land and mineral
rights in Woods County¹
SandRidge acquires
those mineral rights
from TLW Land & Cattle
those mineral rights
from TLW Land & Cattle
SandRidge discloses
transaction in proxy
transaction in proxy
WCT Resources acquires
those mineral rights
from TLW Land & Cattle
those mineral rights
from TLW Land & Cattle
SandRidge spuds
Noble 1-16 well on acreage
Noble 1-16 well on acreage
WCT Resources assigns
wellbore rights
to Sch’ree Ward
wellbore rights
to Sch’ree Ward
16
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On June 20, 2011, Bent Tree Properties assigned mineral rights to WCT Resources in Barber County,
Kansas¹
Kansas¹
We believe Bent Tree Properties is a company that provides land acquisition services. Land acquisition companies generally work under
contract to secure land or mineral rights and then subsequently transfer those rights to the underlying investor or company. WCT
Resources frequently appears to work with Bent Tree Properties in the acquisition of land or mineral rights.
contract to secure land or mineral rights and then subsequently transfer those rights to the underlying investor or company. WCT
Resources frequently appears to work with Bent Tree Properties in the acquisition of land or mineral rights.
Ø (2) Four weeks later, on July 25, 2011, Continental Land Resources assigned mineral rights to SandRidge in
adjacent acreage
adjacent acreage
Ø (3) Two months later, on October 26, 2011, WCT Resources assigned its mineral rights to Shell
¹ Barber County: 12-30S-11W
17
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On June 6, 2011 to July 5, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192
Investments in Barber County, Kansas¹
Investments in Barber County, Kansas¹
Ø (2) Two weeks later, on July 25, 2011, Continental Land Resources assigned mineral rights to SandRidge in
adjacent acreage
adjacent acreage
Ø (3) Three months later, on October 26, 2011, WCT Resources assigned its mineral rights to Shell
¹ Barber County: 08-31S-10W
18
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On December 12, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192
Investments in Thomas County, Kansas¹
Investments in Thomas County, Kansas¹
Ø (2) Four months later, on April 3, 2012, Manhattan EnergyOne assigned mineral rights to SandRidge in adjacent
acreage
acreage
Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 29-06S-33W
19
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On January 4, 2012 and February 29, 2012, Bent Tree Properties assigned mineral rights to WCT Resources
and 192 Investments in Thomas County, Kansas¹
and 192 Investments in Thomas County, Kansas¹
Ø (2) Two months later, on April 3, 2012, Manhattan EnergyOne assigned mineral rights to SandRidge in adjacent
acreage
acreage
Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 26-07S-34W
20
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On December 19, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192 Investments
in Thomas County, Kansas¹
in Thomas County, Kansas¹
Ø (2) Four months later, on April 3, 2012 and July 1, 2012, Manhattan EnergyOne assigned mineral rights to
SandRidge in adjacent acreage
SandRidge in adjacent acreage
Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 05-09S-35W
21
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On November 21, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192
Investments in Thomas County, Kansas¹
Investments in Thomas County, Kansas¹
Ø (2) Five months later, on April 3, 2012, Manhattan EnergyOne assigned mineral rights to SandRidge in adjacent
acreage
acreage
Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 17-08S-35W
22
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On December 19, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192
Investments in Thomas County, Kansas¹
Investments in Thomas County, Kansas¹
Ø (2) Four months later, on April 3, 2012, Manhattan EnergyOne assigned mineral rights to SandRidge in adjacent
acreage
acreage
Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 34-08S-35W
23
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On December 12, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192
Investments in Thomas County, Kansas¹
Investments in Thomas County, Kansas¹
Ø (2) Four months later, on April 3, 2012, Manhattan EnergyOne assigned mineral rights to SandRidge in adjacent
acreage
acreage
Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 21-07S-33W
24
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On December 19, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192
Investments in Thomas County, Kansas¹
Investments in Thomas County, Kansas¹
Ø (2) Four months later, on April 3, 2012, Manhattan EnergyOne assigned mineral rights to SandRidge in
adjacent acreage
adjacent acreage
Ø (3) WCT Resources still retains this acreage
¹ Thomas County: 34-07S-34W
25
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On December 22, 2011, TS Dudley Land Company assigned mineral rights to SandRidge in Finney County,
Kansas¹
Kansas¹
Ø (2) Eleven months later, on November 13, 2012, Sullivan Land Resources assigned mineral rights to WCT
Resources in adjacent acreage
Resources in adjacent acreage
Ø (3) WCT Resources still retains this acreage
¹ Finney County: 10-23-28W
26
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On January 3, 2012, Bent Tree Properties acquired mineral rights in Sherman County, Kansas¹
Ø (2) Two months later, on March 28, 2012, Stable Energy Resources assigned mineral rights to SandRidge in
adjacent acreage
adjacent acreage
Ø (3) Two weeks later, on April 10, 2012, Bent Tree assigned those mineral rights to WCT Resources
Ø (4) WCT Resources still retains this acreage
¹ Sherman County: 09-08S-37W
27
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On January 3, 2012, Bent Tree Properties acquired mineral rights in Sherman County, Kansas¹
Ø (2) Two months later, on March 28, 2012, Stable Energy Resources assigned mineral rights to SandRidge in
adjacent acreage
adjacent acreage
Ø (3) Four weeks later, on April 25, 2012, Bent Tree assigned those mineral rights to WCT Resources
Ø (4) WCT Resources still retains this acreage
¹ Sherman County: 28-08S-37W
28
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On January 3, 2012, Bent Tree Properties acquired mineral rights in Sherman County, Kansas¹
Ø (2) Two months later, on March 28, 2012, Stable Energy Resources assigned mineral rights to SandRidge in
adjacent acreage
adjacent acreage
Ø (3) Four months later, on July 13, 2012, Bent Tree assigned those mineral rights to WCT Resources
Ø (4) WCT Resources still retains this acreage
¹ Sherman County: 05-08S-41W
29
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On November 30, 2011, Continental Land Resources acquired mineral rights in Wallace County, Kansas¹
Ø (2) Four months later, on March 28, 2012, Stable Energy Resources assigned mineral rights to SandRidge in
adjacent acreage
adjacent acreage
Ø (3) Five months later, on August 2, 2012, Continental assigned its mineral rights to WCT Resources
Ø (4) WCT Resources still retains this acreage
¹ Wallace County: 29-11S-40W and 28-11S-40W
30
Examples of adjacent acquisitions
Ø SEC disclosure:
Ø None
Ø What actually happened:
Ø (1) On January 13, 2011, Sam B. Rose Oil & Gas assigned mineral rights to WCT Resources in Cowley County,
Kansas¹
Kansas¹
Ø (2) Nine months later, on September 28, 2011, the Kaufman family assigned mineral rights to SandRidge in
adjacent acreage
adjacent acreage
Ø (3) WCT Resources still retains this acreage
¹ Cowley County: 35-32-6
31
Appendix: Oil & Gas Leases
Ø Oil & gas leases in Oklahoma and Kansas are organized by 640-acre sections, which are found within townships and
ranges
ranges
Ø The nomenclature is Section - Township - Range. For example, Barber County 12-30S-11W means Section 12,
Township 30 South, Range 11 West
Township 30 South, Range 11 West
Ø In our diagrams, we represented each 640-acre section with 16 40-acre grids
Ø For example, the Barber County example on page 16 covered parts of the 12-30S-11W section
Ø WCT Resources acquires acreage in the eastern part of the section
Ø Page 3 of the June 2011 assignment from Bent Tree Properties to WCT Resources: “Township 30 South,
Range 11 West, Section 12: SE/4, E/2 NE/4”. That is the southeast quarter and the eastern half of the
northeast quarter.
Range 11 West, Section 12: SE/4, E/2 NE/4”. That is the southeast quarter and the eastern half of the
northeast quarter.
Ø SD acquires adjacent acreage in northern part of the section
Ø Page 2 of the July 2011 assignment from Continental Land Resources to SandRidge: “W/2 NE/4 & E/2
NW/4 of Section 12, Township 30S, Range 11W”. That is the western half of the northeast quarter and the
eastern half of the northwest quarter.
NW/4 of Section 12, Township 30S, Range 11W”. That is the western half of the northeast quarter and the
eastern half of the northwest quarter.