0000902664-13-000691.txt : 20130213 0000902664-13-000691.hdr.sgml : 20130213 20130212184611 ACCESSION NUMBER: 0000902664-13-000691 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130212 EFFECTIVENESS DATE: 20130213 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: 13598920 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 p13-0613dfan14a.htm SANDRIDGE ENERGY, INC.

 

 

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
[X] Definitive Additional Materials
[   ] 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

Stephen C. Beasley

Edward W. Moneypenny

Fredric G. Reynolds

Peter H. Rothschild

Alan J. Weber

Dan A. Westbrook

 

(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 February 12, 2013, TPG-Axon Management LP and its affiliates (collectively, "TPG-Axon") posted additional references to print media in the "Media Coverage" section of www.shareholdersforsandridge.com. Copies of the additional references are filed herewith as Exhibit 1. In addition, set forth in Exhibit 2 are excerpts from such additional print media that either repeat, paraphrase or refer to statements made by TPG-Axon relating to its solicitation of written consents from stockholders of SandRidge Energy, Inc.

 

 

 EX-99 2 p13-0613exhibit1.htm EXHIBIT 1

Tom Ward Of SandRidge Energy: Another CEO That’s Got To Go
Forbes
By: Richard Finger

 

February 11, 2013

 

Like another crosstown oil and gas exploration company based in Oklahoma City, SandRidge Energy (SD) is exhibiting the same shareholder inimical corporate governance practices. The good news is the abusive reign of Chesapeake Energy (CHK) king Aubrey McClendon last week came to an abrupt end. The bad news is that SandRidge founder and CEO Tom Ward (also a CHK co-founder) continues presiding unchecked as an autocrat.

 

Source: http://www.forbes.com/sites/richardfinger/2013/02/11/tom-ward-of-sandridge-energy-

another-ceo-thats-got-to-go/?partner=yahootix

 

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 Board Needs More Reasons, Fewer Excuses
Reuters BreakingViews
By: Christopher Swann

 

February 11, 2013

 

SandRidge Energy’s board needs to provide more reasons and fewer excuses. Activist hedge fund TPG-Axon Capital wants to replace directors at the U.S. oil and gas driller. A response that’s big on scare tactics doesn’t cut the mustard. One rebuttal – that such an overthrow could trigger a $97 million payout to Chief Executive Tom Ward – only betrays the board’s weak governance record. Shareholders deserve better.

 

Source: http://www.breakingviews.com/sandridge-board-needs-more-reasons-fewer-

excuses/21068211.article

 

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.

 

 EX-99 3 p13-0613exhibit2.htm EXHIBIT 2

 

Tom Ward Of SandRidge Energy: Another CEO That's Got To Go

Forbes

By: Richard Finger

 

February 11, 2013

 

"I won’t bore with more examples but if you are interested TPG-Axon has identified in detail dozens of related party transactions that can be viewed at http://www.shareholdersforsandridge.com/presentations/."

 

"Financial disclosure on these transactions is sparse. TPG-Axon has gotten much of its information through outside private investigations."

 

"TPG-Axon estimates the company employs a retinue of accountants for [sic] solely for Mr. Ward’s personal business at a cost to the company of over $1 million."

 

"Are investors discouraged and think that TPG-Axon has little chance to prevail and unseat current directors with their own slate?"

 

"Perhaps there is a perception by some analysts that TPG-Axon’s Net Asset Value estimate of $10-$12 is too high.  Anyway, TPG-Axon and Mr. Singh’s plan to save SandRidge involve doing all the right things. Cutting overhead from $200 million to $60 or $70 million cannot be considered draconian at this company. They hope to restructure some of the debt and rationalize the drilling to create a self-sustaining company where operating cash flow is sufficient to run 20-25 rigs full time in the Mississippian where SandRidge has drilling rights on over 2 million acres."

 

"To prevail in this fight Mr. Singh and TPG-Axon must deliver to SandRidge, “consents” from shareholders representing more than 50% of total shares outstanding by March 15, 2013. TPG-Axon is one of the largest shareholders with 6.7% and combined with Mount Kellett Capital Management they control over 11% of shares outstanding."

 

 

 
 

 

 

SandRidge Board Needs More Reasons, Fewer Excuses

Reuters BreakingViews

By: Christopher Swann

 

February 11, 2013

 

"Activist hedge fund TPG-Axon Capital wants to replace directors at the U.S. oil and gas driller."