8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2009

SANDRIDGE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33784	20-8084793
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

123 Robert S. Kerr Avenue Oklahoma City, Oklahoma	73102
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, including Area Code: (405) 429-5500

Not Applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01. Completion of Acquisition or Disposition of Assets

On December 22, 2009, SandRidge Energy, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting, among other things, that it and SandRidge Exploration and Production, LLC, a wholly-owned subsidiary of the Company, had completed the acquisition of certain oil and gas properties located in the Permian Basin (“Acquired Properties”) from Forest Oil Corporation and one of its subsidiaries for approximately $800.0 million. The purchase price was financed with the proceeds from the issuance of 8.75% Senior Notes due 2020, the placement of 2,000,000 new shares of 6.0% convertible perpetual preferred stock, and the public offering of 25,600,000 shares of the Company’s common stock. The Company is filing this form 8-K/A to provide the financial statements required by this Item 2.01 with respect to the Acquired Properties.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Statements of Revenues and Direct Operating Expenses of Acquired Properties for the year ended December 31, 2008 (audited) and for the nine month periods ended September 30, 2009 and 2008 (unaudited) and related notes are filed as Exhibit 99.1 to this report and incorporated herein by this reference.

(b) Pro Forma Financial Information.

Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2009, Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2008 and the nine month period ended September 30, 2009, the related notes and Unaudited Pro Forma Supplemental Oil and Gas Disclosures as of December 31, 2008 showing the pro forma effects of the Company’s acquisition of the Acquired Properties are filed as Exhibit 99.2 to this report and incorporated herein by this reference.

(d) Exhibits:

23.1	Consent of PricewaterhouseCoopers LLP.
99.1	Financial Statements of Business Acquired.
99.2	Pro Forma Financial Information.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SANDRIDGE ENERGY, INC.
	(Registrant)
Date: March 8, 2010	By:	/s/ Dirk M. Van Doren
	Dirk M. Van Doren
	Executive Vice President and Chief Financial Officer

Exhibit Index

No.	Description
23.1	Consent of PricewaterhouseCoopers LLP.
99.1	Financial Statements of Business Acquired.
99.2	Pro Forma Financial Information.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-158556 and 333-158554) and Form S-8 (Nos. 333-160527, 333-155441 and 333-148299) of SandRidge Energy, Inc. of our report dated March 8, 2010 relating to the Statement of Revenues and Direct Operating Expenses of the Forest Oil Corporation “Acquired Properties”, which appears in this Current Report on Form 8-K/A of SandRidge Energy, Inc. dated March 8, 2010.

PricewaterhouseCoopers LLP

Houston, Texas

March 8, 2010

EX-99.1

Exhibit 99.1

Report of Independent Auditors

To the Board of Directors and Stockholders of SandRidge Energy, Inc:

In our opinion, the accompanying statement of revenues and direct operating expenses presents fairly, in all material respects, the revenue and direct operating expenses of the Forest Oil Corporation “Acquired Properties” as described in Note 1 for the year ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this statement in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying financial statement reflects the revenues and direct operating expenses of the Forest Oil Corporation “Acquired Properties” as described in Note 1 and is not intended to be a complete presentation of the financial position, results of operations or cash flows of the Forest Oil Corporation “Acquired Properties”.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

March 8, 2010

ACQUIRED PROPERTIES

STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

(In Thousands)

	For the Year Ended December 31, 2008		For the Nine Months Ended September 30, 2009		For the Nine Months Ended September 30, 2008
			(Unaudited)
Natural gas, oil and natural gas liquids revenue	$	192,020	$	64,351	$	165,994
Direct operating expenses		38,482		20,768		29,841
Revenues in excess of operating expenses	$	153,538	$	43,583	$	136,153

The accompanying notes are an integral part of these financial statements.

ACQUIRED PROPERTIES

NOTES TO STATEMENTS OF REVENUES AND DIRECT OPERATING EXPENSES

1. Basis of Presentation

The accompanying statements present the revenues and direct operating expenses of working interests of certain oil and natural gas properties located in the Permian Basin of west Texas and eastern New Mexico (“Acquired Properties”) acquired by SandRidge Energy, Inc. (“SandRidge”) on December 21, 2009 from Forest Oil Corporation and one of its subsidiaries (“Forest”) for the year ended December 31, 2008 and the nine month periods ended September 30, 2009 and 2008.

The accompanying statements of revenues and direct operating expenses are presented on the accrual basis of accounting and were derived from the historical accounting records of Forest. Revenues and direct operating expenses relate to the historical net revenue interest and net working interest, respectively, in the Acquired Properties. Natural gas, oil and natural gas liquids revenues are recognized when production is sold to a purchaser at a fixed or determinable price when delivery has occurred and title has transferred, and if collectability of the revenue is probable. Revenues are reported net of overriding and other royalties due to third parties. Direct operating expenses include lease and well repairs, production taxes, gathering and transportation, maintenance, utilities, payroll and other direct operating expenses.

During the periods presented, the Acquired Properties were not accounted for as a separate division by Forest and therefore certain costs such as depreciation, depletion and amortization, accretion of asset retirement obligation, general and administrative expenses, interest, and corporate income taxes were not allocated to the individual properties. Full separate financial statements prepared in accordance with generally accepted accounting principles are not presented because the information necessary to prepare such statements is neither readily available on an individual property basis nor practicable to obtain in these circumstances. Accordingly, the historical statements of revenues and direct operating expenses of the Acquired Properties are presented in lieu of the financial statements required under Rule 3-05 of the Securities and Exchange Commission Regulation S-X. The results set forth in these financial statements may not be representative of future operations.

2. Unaudited Interim Statements

The accompanying statements of revenues and direct operating expenses for the nine month periods ended September 30, 2009 and 2008 are unaudited. The unaudited interim statements of revenues and direct operating expenses have been prepared on the same basis as the annual statement of revenues and direct operating expenses and, in the opinion of management, reflect all adjustments necessary to fairly present the Acquired Properties’ excess of revenue over direct operating expenses for the nine month periods ended September 30, 2009 and 2008.

3. Supplemental Oil and Gas Reserve and Standardized Measure Information (Unaudited)

The following oil and gas reserve information was prepared by SandRidge based upon information provided by Forest.

Estimated Quantities of Oil and Gas Reserves. All of the Acquired Properties and associated reserves are located in the continental United States. The following table presents the estimated remaining net proved and proved developed oil and gas reserves of the Acquired Properties at December 31, 2008, estimated by Forest’s petroleum engineers, and the related summary of changes in estimated quantities of net remaining proved reserves during the year.

	Oil (1) (MBbls)		Gas (MMcf)
Proved Reserves
As of December 31, 2007	30,814		117,661
Revisions of previous estimates	(4,409	)	13,698
Extensions and discoveries	3,869		19,304
Production	(1,788	)	(7,268	)
As of December 31, 2008	28,486		143,395
Proved developed reserves, December 31, 2007	23,853		93,895
Proved developed reserves, December 31, 2008	21,966		76,037

⁽¹⁾ Includes NGLs

Standardized Measure of Discounted Future Net Cash Flows. The standardized measure of discounted future net cash flows as of December 31, 2008 was computed by applying period end prices of oil and gas ($5.71 per mcf of gas and $44.60 per barrel of oil), adjusted for transportation fees and regional price differentials, to the estimated future production of proved oil and gas reserves less estimated future expenditures to be incurred in developing and producing the proved reserves, discounted using an annual rate of 10% to reflect the estimated timing of the future cash flows. Income taxes are excluded because the property interests included in the acquisition represent only a portion of a business for which income taxes are not estimable. Extensive judgments are involved in estimating the timing of production and the costs that will be incurred throughout the remaining lives of the properties. Accordingly, the estimates of future net cash flows from proved reserves and the present value may be materially different from subsequent actual results. The standardized measure of discounted net cash flows does not purport to present, nor should it be interpreted to present, the fair value of the Acquired Properties’ oil and gas reserves. An estimate of fair value would also take into account, among other things, the recovery of reserves not presently classified as proved, and anticipated future changes in prices and costs. The following table sets forth estimates of the standardized measure of discounted future net cash flows relating to proved oil and gas reserves as of December 31, 2008 (in thousands).

Future cash inflows from production	$	1,627,991
Future production costs		(493,982	)
Future development costs		(153,833	)
Future net cash flows		980,176
10% annual discount		(567,590	)
Standardized measure of discounted future net cash flows	$	412,586

Changes in the standardized measure of future net cash flows related to proved oil and gas reserves are as follows for the year ended December 31, 2008 (in thousands).

Standardized measure at December 31, 2007	$	999,827
Revenues less production and other costs		(153,538	)
Net changes in prices, production and other costs		(435,455	)
Net development costs incurred		40,170
Net changes in future development costs		(9,084	)
Extensions, discoveries and improved recoveries		(6,509	)
Revisions of previous quantity estimates		(26,301	)
Accretion of discount		99,983
Timing differences and other		(96,507	)
Standardized measure at December 31, 2008	$	412,586

EX-99.2

Exhibit 99.2

SANDRIDGE ENERGY, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On December 21, 2009, SandRidge Energy, Inc. (“SandRidge” or “the Company”) purchased oil and natural gas properties located in the Permian Basin (“Acquired Properties”) from Forest Oil Corporation and one of its subsidiaries for $800.0 million, subject to certain purchase price and post-closing adjustments. The assets consist primarily of six operated areas in the Central Basin Platform and greater Permian Basin of west Texas and eastern New Mexico. The acquisition was financed with proceeds from the issuance of 8.75% Senior Notes due 2020, the placement of 2,000,000 new shares of 6.0% convertible perpetual preferred stock, and the public offering of 25,600,000 shares of the Company’s common stock (collectively referred to as the “financing transactions”).

The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2009 was based on the unaudited balance sheet of the Company as of September 30, 2009 and includes pro forma adjustments to give effect to the acquisition and the financing transactions as if they had occurred on September 30, 2009.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2008 and the nine months ended September 30, 2009 were based on the audited statement of operations of the Company for the year ended December 31, 2008 and the unaudited statement of operations of the Company for the nine months ended September 30, 2009, respectively, and include pro forma adjustments to give effect to the acquisition and the financing transactions as if they had occurred on January 1, 2008.

These unaudited pro forma condensed combined financial statements are provided for illustrative purposes only and are not necessarily indicative of the results that actually would have occurred had the transaction been in effect on the dates or for the periods indicated, or of results that may occur in the future. These unaudited pro forma condensed combined financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, the Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 and the audited Statements of Revenues and Direct Operating Expenses for the Acquired Properties filed as exhibits to this report.

SANDRIDGE ENERGY, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2009

	Historical			Pro Forma Adjustments			Pro Forma
	(In Thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	14,642		$	54,802	(a)	$	69,444
Accounts receivable, net:
Trade		80,328			—			80,328
Related parties		257			—			257
Derivative contracts		129,453			—			129,453
Inventories		3,405			—			3,405
Other current assets		32,358			—			32,358
Total current assets		260,443			54,802			315,245
Natural gas and crude oil properties, using full cost method of accounting
Proved		5,064,490			754,185	(b)		5,818,675
Unproved		229,687			52,246	(b)		281,933
Less: accumulated depreciation, depletion and impairment		(3,792,437	)		—			(3,792,437	)
		1,501,740			806,431			2,308,171
Other property, plant and equipment, net		462,487			—			462,487
Investments		9,158			—			9,158
Restricted deposits		32,872			—			32,872
Other assets		44,268			9,500	(c)		53,768
Total assets	$	2,310,968		$	870,733		$	3,181,701
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	13,925		$	—		$	13,925
Accounts payable and accrued expenses:
Trade		230,506			—			230,506
Related parties		155			—			155
Derivative contracts		7,223			—			7,223
Asset retirement obligation		2,077			—	(b)		2,077
Billings in excess of costs incurred		5,141			—			5,141
Total current liabilities		259,027			—			259,027
Long-term debt		2,126,286			442,571	(c)		2,568,857
Other long-term obligations		6,967			—			6,967
Derivative contracts		21,640			—			21,640
Asset retirement obligation		88,033			11,357	(b)		99,390
Total liabilities		2,501,953			453,928			2,955,881
Commitments and contingencies
Equity:
SandRidge Energy, Inc. stockholders’ equity:
Preferred stock, $0.001 par value, 50,000 shares authorized:
8.5% Convertible perpetual preferred stock; 2,650 issued and outstanding; aggregate liquidation preference of $265,000		3			—			3
6.0% Convertible perpetual preferred stock; no shares issued and outstanding (historical); 2,000 issued and outstanding (pro forma)		—			2	(d)		2
Common stock, $0.001 par value; 400,000 shares authorized; 184,986 issued and 183,524 outstanding (historical); 210,586 issued and 209,124 outstanding (pro forma)		178			26	(e)		204
Additional paid-in capital		2,537,690			417,032	(d)(e)		2,954,722
Treasury stock, at cost		(20,427	)		—			(20,427	)
Accumulated deficit		(2,708,459	)		(255	) (f)		(2,708,714	)
Total SandRidge Energy, Inc. stockholders’ (deficit) equity		(191,015	)		416,805			225,790
Noncontrolling interest		30			—			30
Total (deficit) equity		(190,985	)		416,805			225,820
Total liabilities and equity	$	2,310,968		$	870,733		$	3,181,701

The accompanying notes are an integral part of these financial statements.

SANDRIDGE ENERGY, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2008

	Historical			Acquired Properties Historical (g)			Pro Forma Adjustments			Pro Forma
	(In Thousands, Except Per Share Amounts)
Revenues:
Natural gas and crude oil	$	908,689		$	192,020		$	—		$	1,100,709
Drilling and services		47,199			—			—			47,199
Midstream and marketing		207,602			—			—			207,602
Other		18,324			—			—			18,324
Total revenues		1,181,814			192,020			—			1,373,834
Expenses:
Production		159,004			28,795			—			187,799
Production taxes		30,594			9,687			—			40,281
Drilling and services		26,186			—			—			26,186
Midstream and marketing		186,655			—			—			186,655
Depreciation and depletion – natural gas and crude oil		290,917			—			48,788	(h)		339,705
Depreciation, depletion and amortization – other		70,448			—			—			70,448
Impairment		1,867,497			—			—	(i)		1,867,497
General and administrative		109,372			—			—			109,372
Gain on derivative contracts		(211,439	)		—			—			(211,439	)
Gain on sale of assets		(9,273	)		—			—			(9,273	)
Total expenses		2,519,961			38,482			48,788			2,607,231
(Loss) income from operations		(1,338,147	)		153,538			(48,788	)		(1,233,397	)
Other income (expense):
Interest income		3,569			—			—			3,569
Interest expense		(147,027	)		—			(41,242	)  (j)		(188,269	)
Income from equity investments		1,398			—			—			1,398
Other income, net		1,454			—			—			1,454
Total other (expense) income		(140,606	)		—			(41,242	)		(181,848	)
(Loss) income before income tax (benefit) expense		(1,478,753	)		153,538			(90,030	)		(1,415,245	)
Income tax (benefit) expense		(38,328	)		—			—	(k)		(38,328	)
Net (loss) income		(1,440,425	)		153,538			(90,030	)		(1,376,917	)
Less: net income attributable to noncontrolling interest		855			—			—			855
Net (loss) income (applicable) attributable to SandRidge Energy, Inc.		(1,441,280	)		153,538			(90,030	)		(1,377,772	)
Preferred stock dividends and accretion		16,232			—			12,000	(l)		28,232
(Loss) income (applicable) available to SandRidge Energy, Inc. common stockholders	$	(1,457,512	)	$	153,538		$	(102,030	)	$	(1,406,004	)
(Loss) income per share (applicable) available to SandRidge Energy, Inc. common stockholders:
Basic	$	(9.36	)							$	(7.76	)
Diluted	$	(9.36	)							$	(7.76	)
Weighted average number of SandRidge Energy, Inc. common shares outstanding:
Basic		155,619			25,600	(e)					181,219
Diluted		155,619			25,600	(e)					181,219

The accompanying notes are an integral part of these financial statements.

SANDRIDGE ENERGY, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009

	Historical			Acquired Properties Historical (g)			Pro Forma Adjustments			Pro Forma
	(In Thousands, Except Per Share Amounts)
Revenues:
Natural gas and crude oil	$	328,628		$	64,351		$	—		$	392,979
Drilling and services		17,449			—			—			17,449
Midstream and marketing		62,051			—			—			62,051
Other		19,839			—			—			19,839
Total revenues		427,967			64,351			—			492,318
Expenses:
Production		128,379			18,280			—			146,659
Production taxes		3,153			2,488			—			5,641
Drilling and services		21,697			—			—			21,697
Midstream and marketing		56,702			—			—			56,702
Depreciation and depletion – natural gas and crude oil		127,503			—			23,473	(h)		150,976
Depreciation, depletion and amortization – other		38,851			—			—			38,851
Impairment		1,304,418			—			—	(i)		1,304,418
General and administrative		77,123			—			—			77,123
Gain on derivative contracts		(139,722	)		—			—			(139,722	)
Loss on sale of assets		26,359			—			—			26,359
Total expenses		1,644,463			20,768			23,473			1,688,704
(Loss) income from operations		(1,216,496	)		43,583			(23,473	)		(1,196,386	)
Other income (expense):
Interest income		287			—			—			287
Interest expense		(136,368	)		—			(30,990	)  (j)		(167,358	)
Income from equity investments		1,027			—			—			1,027
Other income, net		100			—			—			100
Total other (expense) income		(134,954	)		—			(30,990	)		(165,944	)
(Loss) income before income tax benefit		(1,351,450	)		43,583			(54,463	)		(1,362,330	)
Income tax benefit		(4,114	)		—			—	(k)		(4,114	)
Net (loss) income		(1,347,336	)		43,583			(54,463	)		(1,358,216	)
Less: net income attributable to noncontrolling interest		11			—			—			11
Net (loss) income (applicable) attributable to SandRidge Energy, Inc.		(1,347,347	)		43,583			(54,463	)		(1,358,227	)
Preferred stock dividends and accretion		2,816			—			9,000	(l)		11,816
(Loss) income (applicable) available to SandRidge Energy, Inc. common stockholders	$	(1,350,163	)	$	43,583		$	(63,463	)	$	(1,370,043	)
(Loss) income per share (applicable) available to SandRidge Energy, Inc. common stockholders:
Basic	$	(7.85	)							$	(6.94	)
Diluted	$	(7.85	)							$	(6.94	)
Weighted average number of SandRidge Energy, Inc. common shares outstanding:
Basic		171,902			25,600	(e)					197,502
Diluted		171,902			25,600	(e)					197,502

The accompanying notes are an integral part of these financial statements.

SANDRIDGE ENERGY, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation

The historical financial information is derived from the historical consolidated financial statements of SandRidge and the historical statements of revenues and direct operating expenses of the Acquired Properties. The unaudited pro forma condensed combined balance sheet as of September 30, 2009 has been prepared as if the acquisition had taken place on September 30, 2009. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2008 and for the nine months ended September 30, 2009 assume that the acquisition occurred on January 1, 2008.

2. Pro Forma Adjustments

The following adjustments were made in the preparation of the unaudited pro forma condensed combined financial statements.

(a) Adjustment to cash reflects the following (in thousands):

Proceeds from December 2009 registered underwritten public offering of common stock	$	226,560
Offering costs		(9,400	)
Net cash proceeds	$	217,160
Proceeds from December 2009 sale of unsecured 8.75% Senior Notes due 2020	$	442,571
Debt issuance costs		(9,500	)
Net cash proceeds	$	433,071
Proceeds from December 2009 private placement of 6.0% Convertible Perpetual Preferred Stock	$	200,000
Offering costs		(100	)
Net cash proceeds	$	199,900
Original purchase price of assets	$	800,000
Purchase price adjustments		(4,926	)
Total cash purchase price	$	795,074
Transaction costs		(255	)
Total pro forma cash adjustments	$	54,802

(b) Adjustment to natural gas and crude oil properties reflects the estimated preliminary purchase price allocation of the Forest acquisition, including proved and unproved properties, as follows (in thousands):

Proved natural gas and crude oil properties	$	754,185
Unproved natural gas and crude oil properties		52,246
Asset Retirement Obligation (1)		(11,357	)
Total cash purchase price	$	795,074

⁽¹⁾ Entire asset retirement obligation classified as long-term liability.

(c) Adjustment to record the December 2009 sale of $450.0 million unsecured 8.75% Senior Notes due 2020. Proceeds from the offering were approximately $433.1 million after deducting debt issuance costs of approximately $9.5 million and an offering discount of approximately $7.4 million.

(d) Adjustment to record the December 2009 private placement of 2,000,000 shares of 6.0% convertible perpetual preferred stock. Proceeds from the placement were approximately $199.9 million after deducting offering expenses of approximately $0.1 million.

(e) Adjustment to record the December 2009 underwritten offering of 25,600,000 shares of Company common stock. Proceeds from the offering were approximately $217.2 million after deducting offering expenses of approximately $9.4 million.

(f) Adjustment to accumulated deficit reflects the effects of costs incurred in conjunction with the Forest acquisition that have been expensed.

(g) Adjustment to recognize revenues and direct operating expenses of the Acquired Properties for the year ended December 31, 2008 and the nine months ended September 30, 2009.

(h) Adjustment to recognize accretion of asset retirement obligation as well as depreciation and depletion attributable to the Acquired Properties, using the unit of production method under the full cost method of accounting, as if the acquisition had taken place on January 1, 2008.

(i) The Company estimates it would have incurred additional impairments from full cost ceiling limitations of approximately $294.0 million and $32.0 million for the year ended December 31, 2008 and the nine months ended September 30, 2009, respectively, had the acquisition occurred on January 1, 2008. Such additional estimated pro forma impairment amounts have not been reflected in the pro forma statements of operations due to their non-recurring nature. There was no such impairment estimated as of September 30, 2009 had the acquisition occurred on that date.

(j) Adjustment to recognize discount and offering cost amortization and interest expense associated with 8.75% Senior Notes due 2020.

(k) There was no adjustment for pro forma income tax provision due to a full valuation allowance established against the Company’s net deferred tax asset.

(l) Adjustment to recognize additional dividends associated with the Company’s 6.0% convertible perpetual preferred stock.

3. Supplemental Pro Forma Combined Oil and Gas Reserve and Standardized Measure Information (Unaudited)

The following unaudited supplemental pro forma oil and natural gas reserve tables present how the combined oil and gas reserve and standardized measure information of SandRidge and the Acquired Properties may have appeared had the properties been acquired on January 1, 2008. The Supplemental Pro Forma Combined Oil and Gas Reserve and Standardized Measure Information is for illustrative purposes only.

Estimated Pro Forma Combined Quantities of Proved Reserves

	SandRidge Historical				Acquired Properties				Total Pro Forma
	Oil (1) (MBbls)		Gas (MMcf)		Oil (1) (MBbls)		Gas (MMcf)		Oil (1) (MBbls)		Gas (MMcf)
Proved Reserves
As of December 31, 2007	36,527		1,297,029		30,814		117,661		67,341		1,414,690
Revisions of previous estimates	6,738		412,155		(4,409	)	13,698		2,329		425,853
Acquisition of new reserves	513		38,008		—		—		513		38,008
Extensions and discoveries	1,728		241,596		3,869		19,304		5,597		260,900
Sales of reserves in place	(8	)	(1,750	)	—		—		(8	)	(1,750	)
Production	(2,334	)	(87,402	)	(1,788	)	(7,268	)	(4,122	)	(94,670	)
As of December 31, 2008	43,164		1,899,636		28,486		143,395		71,650		2,043,031
Proved developed as of December 31, 2007	12,532		590,358		23,853		93,895		36,385		684,253
Proved developed as of December 31, 2008	15,342		851,357		21,966		76,037		37,308		927,394

⁽¹⁾ Includes NGLs

Pro Forma Combined Standardized Measure of Discounted Future Net Cash Flows

	Year Ended December 31, 2008
	SandRidge Historical			Acquired Properties			Pro Forma Adjustments (2)			Pro Forma
	(In Thousands)
Future cash inflows from production(1)	$	11,092,154		$	1,627,991		$	—		$	12,720,145
Future production costs		(3,887,553	)		(493,982	)		—			(4,381,535	)
Future development costs		(2,153,506	)		(153,833	)		—			(2,307,339	)
Future income tax expenses		(399,014	)		—			(93,128	)		(492,142	)
Undiscounted future net cash flows		4,652,081			980,176			(93,128	)		5,539,129
10% annual discount		(2,431,505	)		(567,590	)		60,610			(2,938,485	)
Standardized measure of discounted future net cash flows	$	2,220,576		$	412,586		$	(32,518	)	$	2,600,644

⁽¹⁾ Calculated using period end oil and gas prices, adjusted for transportation fees and regional price differentials. NYMEX gas price was $5.71 per mcf. West Texas Intermediate oil price of $41.00 per barrel used for SandRidge Historical. Equivalent NYMEX oil price of $44.60 per barrel used for Acquired Properties.

⁽²⁾ Pro forma adjustments represent effects of income tax on the undiscounted and discounted future net cash flows associated with the Acquired Properties. Corporate income taxes were not allocated to the Acquired Properties on a historical basis.

Changes in the Pro Forma Combined Standardized Measure of Discounted Future Net Cash Flows

	Year Ended December 31, 2008
	SandRidge Historical			Acquired Properties			Pro Forma Adjustments (1)			Pro Forma
	(In Thousands)
Standardized measure at December 31, 2007	$	2,718,537		$	999,827		$	(263,266	)	$	3,455,098
Revenues less production and other costs		(719,091	)		(153,538	)		—			(872,629	)
Net changes in prices, production and other costs		(1,747,962	)		(435,455	)		—			(2,183,417	)
Net development costs incurred		1,132,078			40,170			—			1,172,248
Net changes in future development costs		(1,152,018	)		(9,084	)		—			(1,161,102	)
Extensions and discoveries		227,874			(6,509	)		—			221,365
Revisions of previous quantity estimates		757,939			(26,301	)		—			731,638
Accretion of discount		168,811			99,983			—			268,794
Net change in income taxes		794,001			—			230,748			1,024,749
Purchases of reserves in place		47,767			—			—			47,767
Sales of reserves in place		(2,076	)		—			—			(2,076	)
Timing differences and other		(5,284	)		(96,507	)		—			(101,791	)
Standardized measure at December 31, 2008	$	2,220,576		$	412,586		$	(32,518	)	$	2,600,644

⁽¹⁾ Pro forma adjustments represent effects of the net change in income tax on the discounted future net cash flows associated with the Acquired Properties. Corporate income taxes were not allocated to the Acquired Properties on a historical basis.