8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 3, 2010

SANDRIDGE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33784	20-8084793
(State or other jurisdiction of incorporation)	(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:

x 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 8.01. Other Events.

On April 4, 2010, SandRidge Energy, Inc. (the “Company”) and Arena Resources, Inc. (“Arena”) issued a joint press release announcing that they have entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, a newly-formed, wholly-owned subsidiary of the Company will merge with and into Arena, with Arena surviving as a wholly-owned subsidiary of the Company. The Merger Agreement provides that, at the effective time of the merger, Arena’s stockholders will receive 4.7771 shares of Company common stock and $2.50 in cash for each share of Arena common stock owned.

Consummation of the transaction is subject to various conditions, including the approval of the stockholders of each of the Company and Arena, the effectiveness of a registration statement relating to the shares of Company common stock to be issued in the transaction, customary regulatory approvals and certain other conditions.

A copy of the joint press release of the Company and Arena announcing the execution of the Merger Agreement is included herein as Exhibit 99.1 and is incorporated herein by reference. A copy of the investor presentation of the Company regarding the proposed transaction is included herein as Exhibit 99.2 and is incorporated herein by reference. The information required by Item 1.01 will be filed in a separate Current Report on Form 8-K.

Important Additional Information Will be Filed with the SEC

This communication is being made in respect of the proposed business combination involving the Company and Arena. In connection with the proposed transaction, the Company plans to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of the Company and Arena may file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of the Company and Arena. Investors and security holders of the Company and Arena are urged to read the Joint Proxy Statement/Prospectus and other documents filed with the SEC carefully in their entirety when they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by the Company and Arena through the web site maintained by the SEC at www.sec.gov. Free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC can also be obtained by directing a request to SandRidge Energy, Inc., 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102, Attention: Investor Relations, or by directing a request to Arena Resources, Inc., 6555 South Lewis Avenue, Tulsa, Oklahoma 74136, Attention: Investor Relations.

The Company, Arena and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in

its Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the SEC on March 1, 2010, and its proxy statement for its 2009 annual meeting of stockholders, which was filed with the SEC on April 22, 2009, and information regarding Arena’s directors and executive officers is available in Arena’s Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the SEC on March 1, 2010, and its proxy statement for its 2009 annual meeting of stockholders, which was filed with the SEC on October 29, 2009. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1. Press release issued jointly by SandRidge Energy, Inc. and Arena Resources, Inc., dated April 4, 2010.

Exhibit 99.2. Investor Presentation of SandRidge Energy, Inc. regarding Arena Acquisition, dated April 4, 2010.

SIGNATURES

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 hereunto duly authorized.

	SANDRIDGE ENERGY, INC. (Registrant)
April 5, 2010	By:	/S/    DIRK M. VAN DOREN
	Name:		Dirk M. Van Doren
	Title:		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

SandRidge Energy, Inc. to Acquire Arena Resources, Inc., Creating a $6.2 Billion Company

OKLAHOMA CITY and TULSA, Okla., April 4, 2010 /PRNewswire via COMTEX/ — SandRidge Energy, Inc. (NYSE: SD) and Arena Resources, Inc. (NYSE: ARD) today jointly announced that they have entered into a definitive merger agreement under which Arena shareholders will receive stock and cash consideration valued at $40 per share of Arena common stock based on SandRidge’s April 1 closing price. This represents a 17% premium for Arena shareholders. SandRidge will issue 4.7771 shares of SandRidge common stock and pay $2.50 in cash for each share of Arena common stock, resulting in a combined enterprise value of approximately $6.2 billion. SandRidge will be the surviving company, headquartered in Oklahoma City and its management team will continue in their current roles.

The transaction uniquely positions SandRidge as one of the largest producers of West Texas conventional oil and gas. The oil opportunities will come primarily from drilling and development of shallow, low risk reservoirs located on the Central Basin Platform (“CBP”), a part of the Permian Basin in West Texas. The CBP has produced over 13 billion barrels of oil since the 1930s. The combined company will have over 200,000 net acres in the Permian Basin and 5,700 identified locations to drill primarily in the shallow San Andres and the Clear Fork formations. Additional upside exists with down spacing and future secondary and tertiary potential. SandRidge also owns low risk natural gas properties in the Pinon Field, and significant exploration opportunities in the West Texas Overthrust.

Tom L. Ward, Chairman and CEO of SandRidge stated, “This acquisition of Arena continues the strategic shift we initiated in 2009 to increase our oil production and reserves. This transaction will add low risk drilling opportunities in the Central Basin Platform where we have been drilling and acquiring since 2007. We plan to have hedged over $3.0 billion of oil revenues in total after closing and model this transaction to be accretive to 2011 cash flow per share.” Mr. Ward further noted, “We also have exceptional gas assets in the West Texas Overthrust. We believe our Pinon Field is one of the premier plays in the United States and we have tremendous drilling upside for long-term natural gas growth and expansion.”

Tim Rochford, Chairman and Co-Founder of Arena, stated, “We have ultimate confidence that Tom Ward and his team are well equipped to deliver enhanced value of Arena’s assets to stockholders. The transaction positions the combined company to provide stockholders with strong growth and superior execution. This transaction recognizes the value Arena has created for its stockholders and provides its stockholders with a meaningful stake in the combined company. Arena’s employees have contributed to building a strong company and we are excited about the future with SandRidge.” Phil Terry, President and CEO of Arena, stated, “The combined company offers a unique balance of oil and gas assets, encompassing each company’s Permian-based oil production and SandRidge’s natural gas position in the West Texas Overthrust. With over 30 Tcf of resource potential in the WTO, Arena’s stockholders are able to share in the significant upside potential offered by the play.”

Merger Agreement

The transaction is contingent upon the approval by the stockholders of both companies as well as other customary closing conditions. SandRidge’s board of directors and management team will continue in their current roles after the close of the transaction. The transaction is expected to be completed during the second or third quarter of this year.

Deutsche Bank Securities Inc. is serving as financial advisor as well as providing a fairness opinion to SandRidge in connection with the merger. SandRidge is represented by Covington & Burling LLP. SunTrust Robinson Humphrey, Inc. is serving as financial advisor to Arena, and Tudor, Pickering, Holt & Co. Securities, Inc. is providing a fairness opinion to Arena, in connection with the merger. Arena is represented by Johnson & Jones, P.C.

Conference Call Information

SandRidge and Arena will discuss this transaction with investors and analysts on a conference call to be held Monday, April 5, 2010 at 8:00am CDT. The telephone number to access the conference call from within the U.S. is 800-599-9795 and from outside the U.S. is 617-786-2905. The passcode for the call is 44377324. An audio replay of the call will be available April 5, 2010 until 11:59pm CDT on May 4, 2010. The number to access the conference call replay from within the U.S. is 888-286-8010 and from outside the U.S. is 617-801-6888. The passcode replay is 73229863.

Presentation Slides

Presentation slides to be viewed in conjunction with the conference call are available on the company’s website, www.sandridgeenergy.com, under Investor Relations/Events.

SandRidge

SandRidge Energy, Inc. is an oil and natural gas company headquartered in Oklahoma City, Oklahoma with its principal focus on exploration and production. SandRidge and its subsidiaries also own and operate gas gathering and processing facilities and CO2 treating and transportation facilities and conduct marketing and tertiary oil recovery operations. In addition, Lariat Services, Inc., a wholly-owned subsidiary of SandRidge, owns and operates a drilling rig and related oil field services business. SandRidge focuses its exploration and production activities in West Texas, the Permian Basin, the Mid-Continent, the Cotton Valley Trend in East Texas, the Gulf Coast, and the Gulf of Mexico. SandRidge’s internet address is www.sandridgeenergy.com.

Arena

Arena Resources, Inc. is an oil and gas exploration, development and production company with current operations in Texas, Oklahoma, Kansas and New Mexico.

Safe Harbor Language on Forward Looking Statements:

Cautionary Note to Investors - This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements express a belief, expectation or intention and are generally accompanied by words that convey projected future events or outcomes. The forward-looking statements include statements relating to the impact the companies expect the proposed transaction to have on the combined entity’s operations, financial condition, and financial results, the companies’ expectations about their ability to successfully integrate the combined businesses, the amount of cost savings and overall operational efficiencies the companies expect to realize as a result of the proposed transaction, and when the companies expect to close the proposed transaction. The forward-looking statements also include statements about future operations, estimates of reserve and resource volumes, reserve values, future drilling locations, costs, cash flow, hedging transactions, and anticipated timing for filings with regulatory agencies, stockholder meetings and closing of the proposed merger. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including the ability to obtain governmental approvals of the merger on the proposed terms and schedule, the failure of SandRidge Energy, Inc. or Arena Resources, Inc. stockholders to approve the merger, the risk that the businesses will not be integrated successfully, the risk that the cost savings and any synergies from the merger may not be fully realized or may take longer to realize than expected, disruption from the merger making it more difficult to maintain relationships with customers, employees or suppliers, the volatility of natural gas and oil prices, our success in discovering, estimating, developing and replacing natural gas and oil reserves, the availability and terms of capital, the ability

of counterparties to transactions with us to meet their obligations, our timely execution of hedge transactions, credit conditions of global capital markets, changes in economic conditions, regulatory changes, including those related to carbon dioxide and greenhouse gas emissions, and other factors, many of which are beyond our control. We refer you to the discussion of risk factors in Part I, Item 1A - “Risk Factors” of the Annual Report on Form 10-K filed by SandRidge Energy, Inc. with the SEC on March 1, 2010 and in Part I, Item 1A - “Risk Factors” of the Annual Report on Form 10-K filed by Arena Resources, Inc. with the SEC on March 1, 2010. All of the forward-looking statements made in this press release are qualified by these cautionary statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on our company or our business or operations. Such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements.

The SEC permits oil and natural gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves, as each is defined by the SEC. This press release uses the term “resource potential” to provide estimates that the SEC’s guidelines prohibit us from including in filings with the SEC. These estimates are by their nature more speculative than estimates of proved, probable or possible reserves and, accordingly, are subject to substantially greater risk of being actually realized by the company. For a discussion of the company’s proved reserves, as calculated under current SEC rules, we refer you to the company’s Annual Report on Form 10-K referenced above, which is available on our website at www.sandridgeenergy.com and on the SEC’s website at www.sec.gov.

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

This communication is being made in respect of the proposed business combination involving SandRidge Energy, Inc. and Arena Resources, Inc. In connection with the proposed transaction, SandRidge Energy, Inc. plans to file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus, and each of SandRidge Energy, Inc. and Arena Resources, Inc. may file with the SEC other documents regarding the proposed transaction. The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of SandRidge Energy, Inc. and Arena Resources, Inc. Investors and security holders of SandRidge Energy, Inc. and Arena Resources, Inc. are urged to read the Joint Proxy Statement/Prospectus and other documents filed with the SEC carefully in their entirety when they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC by SandRidge Energy, Inc. and Arena Resources, Inc. through the web site maintained by the SEC at www.sec.gov. Free copies of the Registration Statement and the Joint Proxy Statement/Prospectus (when available) and other documents filed with the SEC can also be obtained by directing a request to SandRidge Energy, Inc., 123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma 73102, Attention: Investor Relations, or by directing a request to Arena Resources, Inc., 6555 South Lewis Avenue, Tulsa, Oklahoma 74136, Attention: Investor Relations.

SandRidge Energy, Inc., Arena Resources, Inc. and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding SandRidge Energy, Inc.’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the SEC on March 1, 2010, and its proxy statement for its 2009 annual meeting of stockholders, which was filed with the SEC on April 22, 2009, and information regarding Arena Resources, Inc.’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2009, which was filed with the SEC on March 1, 2010 and its proxy statement for its 2009 annual meeting of stockholders, which was filed with the SEC on October 29, 2009. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy

Statement/Prospectus and other relevant materials to be filed with the SEC when they become available.

CONTACTS:
SandRidge	Arena
Kevin R. White	Bill Parsons
Senior Vice President	Vice President Investor Relations
SandRidge Energy, Inc.	(918) 747-6060
123 Robert S. Kerr Avenue	bparsons@arenaresourcesinc.com
Oklahoma City, OK 73102-6406
(405) 429-5515

CONTACT: Kevin R. White, Senior Vice President of SandRidge Energy, Inc., +1-405-429-5515; or Bill Parsons, Vice President Investor Relations of Arena, +1-918-747-6060, bparsons@arenaresourcesinc.com

EX-99.2

Exhibit 99.2

2

Safe Harbor Language on Forward Looking Statements:

This presentation includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E

of the Securities Exchange Act of 1934, as amended.  These statements express a belief, expectation or intention and are generally accompanied by

words

that

convey

projected

future

events

or

outcomes.

The

forward-looking

statements

include

statements

relating

to

the

impact

SandRidge

Energy,

Inc. expects the proposed merger with Arena Resources, Inc. to have on the combined entity's operations, financial condition, and financial results,

and SandRidge

Energy, Inc.’s expectations about its ability to successfully integrate the combined businesses and the amount of cost savings and

overall

operational

efficiencies

SandRidge

Energy,

Inc.

expects

to

realize

as

a

result

of

the

proposed

merger.

The

forward-looking

statements

also

include

statements

about

SandRidge

Energy,

Inc.’s

future

operations,

estimates

of

reserve

and

resource

volumes,

reserve

values,

future

drilling

locations, costs, cash flow, hedging transactions, and anticipated timing for filings with regulatory agencies, shareholder meetings and closing of the

proposed merger.  We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of

our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are

appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject

to

a

number

of

risks

and

uncertainties,

including

the

ability

to

obtain

governmental

approvals

of

the

merger

on

the

proposed

terms

and

schedule,

the

failure

of

SandRidge

Energy,

Inc.

or

Arena

Resources,

Inc.

stockholders

to

approve

the

merger,

the

risk

that

the

businesses

will

not

be

integrated

successfully, the risk that the cost savings and any synergies from the merger may not be fully realized or may take longer to realize than expected,

disruption from the merger making it more difficult to maintain relationships with customers, employees or suppliers, the volatility of natural gas and oil

prices, our success in discovering, estimating, and developing natural gas and oil reserves, the availability and terms of capital, our timely execution of

hedge

transactions,

credit

conditions

of

global

capital

markets,

changes

in

economic

conditions,

regulatory

changes,

including

those

related

to

carbon

dioxide

and

greenhouse

gas

emissions,

and

other

factors,

many

of

which

are

beyond

our

control.

We

refer

you

to

the

discussion

of

risk

factors

in

Part

I,

Item

1A

-

“Risk

Factors”

of

our

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2009

and

the

Annual

Report

on

Form

10-K

filed

by

Arena

Resources,

Inc.

and

in

comparable

“risk

factors”

sections

of

our

and

Arena

Resources,

Inc.’s

Quarterly

Reports

on

Form

10-Q

filed

after

the

date

of this presentation. All of the forward-looking statements made in this presentation are qualified by these cautionary statements. The actual results or

developments anticipated may not be realized or, even if substantially realized, they may not have the expected consequences to or effects on our

company or our business or operations. Such statements are not guarantees of future performance and actual results or developments may differ

materially from those projected in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements.

The SEC permits oil and natural gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves, as each is defined

by

the

SEC.

At

times

we

use

the

term

"EUR"

(estimated

ultimate

recovery)

to

provide

estimates

that

the

SEC’s

guidelines

prohibit

us

from

including

in

filings

with

the

SEC.

In

addition,

this

presentation

includes

a

table

demonstrating

the

sensitivity

of

proved

oil

and

natural

gas

reserves

to

price

fluctuations by comparing the reserves calculated under the price assumptions required by current U.S. Securities and Exchange Commission (“SEC”)

rules to (1) spot prices at December 31, 2009, and (2) the 10-year average NYMEX strip prices as of December 31, 2009. The reserves presented

under these alternative price assumptions are not calculated in accordance with current SEC rules, and they have not been reviewed by independent

petroleum engineers. These estimates are by their nature more speculative than estimates of proved, probable or possible reserves and, accordingly,

are subject to substantially greater risk of being actually realized by the company. For a discussion of the company’s proved reserves, as calculated

under current SEC rules, we refer you to the company’s Annual Report on Form 10-K referenced above, which is available on our website at

www.sandridgeenergy.com

and

on

the

SEC's

website

at

www.sec.gov.

Disclaimer (Page 1 of 2)

3

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

This

communication

is

being

made

in

respect

of

the

proposed

business

combination

involving

SandRidge

Energy,

Inc.

and

Arena

Resources,

Inc.

In

connection

with

the

proposed

transaction,

SandRidge

Energy,

Inc.

plans

to

file

with

the

Securities

and

Exchange

Commission

(the

“SEC”)

a

Registration

Statement

on

Form

S-4

containing

a

Joint

Proxy

Statement/Prospectus,

and

each

of

SandRidge

Energy,

Inc.

and

Arena

Resources,

Inc.

may

file

with

the

SEC

other

documents

regarding

the

proposed

transaction.

The

definitive

Joint

Proxy

Statement/Prospectus

will

be

mailed

to

stockholders

of

SandRidge

Energy,

Inc.

and

Arena

Resources,

Inc.

Investors

and

security

holders

of

SandRidge

Energy,

Inc.

and

Arena

Resources,

Inc.

are

urged

to

read

the

Joint

Proxy

Statement/Prospectus

and

other

documents

filed

with

the

SEC

carefully

in

their

entirety

when

they

become

available

because

they

will

contain

important

information

about

the

proposed

transaction.

Investors

and

security

holders

will

be

able

to

obtain

free

copies

of

the

Registration

Statement

and

the

Joint

Proxy

Statement/Prospectus

(when

available)

and

other

documents

filed

with

the

SEC

by

SandRidge

Energy,

Inc.

and

Arena

Resources,

Inc.

through

the

web

site

maintained

by

the

SEC

at

www.sec.gov.

Free

copies

of

the

Registration

Statement

and

the

Joint

Proxy

Statement/Prospectus

(when

available)

and

other

documents

filed

with

the

SEC

can

also

be

obtained

by

directing

a

request

to

SandRidge

Energy,

Inc.,

123

Robert

S.

Kerr

Avenue,

Oklahoma

City,

Oklahoma

73102,

Attention:

Investor

Relations, 

or

by

directing

a

request

to

Arena

Resources,

Inc.,

6555

South

Lewis

Avenue,

Tulsa,

Oklahoma

74136,

Attention:

Investor

Relations.

SandRidge

Energy,

Inc.,

Arena

Resources,

Inc.

and

their

respective

directors

and

executive

officers

and

other

persons

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

in

respect

of

the

proposed

transaction.

Information

regarding

SandRidge

Energy,

Inc.’s

directors

and

executive

officers

is

available

in

its

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2009,

which

was

filed

with

the

SEC

on

March

1,

2010,

and

its

proxy

statement

for

its

2009

annual

meeting

of

stockholders,

which

was

filed

with

the

SEC

on

April

22,

2009,

and

information

regarding

Arena

Resources,

Inc.’s

directors

and

executive

officers

is

available

in

its

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2009,

which

was

filed

with

the

SEC

on

March

1,

2010

and

its

proxy

statement

for

its

2009

annual

meeting

of

stockholders,

which

was

filed

with

the

SEC

on

October

29,

2009.

Other

information

regarding

the

participants

in

the

proxy

solicitation

and

a

description

of

their

direct

and

indirect

interests,

by

security

holdings

or

otherwise,

will

be

contained

in

the

Joint

Proxy

Statement/Prospectus

and

other

relevant

materials

to

be

filed

with

the

SEC

when

they

become available.

Disclaimer (Page 2 of 2)

4

Transaction –

Summary

Strategy:  Why Arena?

Increases

exposure

to

oil

(8,500

Boepd

–

86%

Oil)

Single asset focus in the Central Basin Platform

•

Low risk drilling (2,700 locations)

•

Shallow vertical wells (less than 6,000 feet)

•

Proven production history (discovered in 1930)

Seamless integration by SandRidge

•

Extensive existing operations in Permian Basin

•

Close proximity to Ft. Stockton service base (33 rigs)

•

Long term cost control with rig ownership

SandRidge

post acquisition plans to have over $3.0 billion of hedges

•

Hedges for 2H10 -

2013

•

Natural Gas upside for 2011 and beyond

Transaction:

$1.6

billion

acquisition

yields

post

acquisition

SandRidge

value

of

$6.2

billion

191 MM new SandRidge

shares issued, no assumed debt

Post acquisition 58% of SandRidge

will be owned by current shareholders

Relative PV-10 (debt adjusted) supports ownership percentage

Accretive to cash flow per share in 2011

Expected closing June/July 2010

5

Transaction –

Arena Key Attributes

Production/Reserves

86% Oil

Concentrated, operated oil-weighted Permian Basin position     

March 2 disclosed net production

8,500 Boepd

with significant growth potential

69.3 Mmboe

proven reserves YE 2009

Permian Basin Oil

Approximately 67,600 Net Acres (85% Permian Basin)

•

High Working Interests (

95% WI)

Predictable Production Growth (from 200 to 8,500 Boepd

in 5 years)

Value Generation Driven by developing low risk San Andres wells @

4,300’

•

Large, multi-year inventory with over 2,700 San Andres locations

Clear Fork potential @

6,000’

Future Secondary and Tertiary Potential

6

Concentrated West Texas Asset Base

SandRidge

Arena

Ft. Stockton

Service Base

(33  drilling

rigs)

WTO

Combined    

West Texas

Net Acreage

Position

˜

770,000 acres

CENTRAL BASIN

PLATFORM

San Andres / Clear Fork

Formations

Midland Basin

PIÑON

FIELD

Delaware Basin

San Andres

(4,300’)

Clear Fork

(6,000’)

7

Permian Basin  (Fuhrman –

Mascho

Field)

Fuhrman-Mascho

/  San Andres

•

2,700 low risk, 10 acre locations

•

35 Mboe

gross per primary location

•

94.5 Mmboe

EUR gross

•

950 Producing Wells

•

700 Wells Drilled Since 2005

•

Well Costs

$500,000

•

Average Well Depth –

4,300 feet

SandRidge

Arena

CENTRAL BASIN PLATFORM

San Andres / Clear Fork

Formations

8

SandRidge

Combined Asset Analysis

(1)

2009 SEC 12 month average; $3.87/Mcf, $57.65/Bbl

(2)

Dec. 31, 2009 spot prices; $5.79/Mcf, $79.34/Bbl

(3)

Average 10 year NYMEX strip; $6.94/Mcf, $92.24/Bbl

(4)

Dec. 2009 average for SD, Mar. 2, 2010 for ARD

Post-Acquisition

Total Proven Reserves

(MMBoe)

219

69

288

Proved Developed

%

63%

37%

57%

Proven Oil Value

%

69%

99%

82%

Current Production

(MBoepd)

49.3

8.5

57.8

PV10 PROVEN (SEC)

$MM

1,561

$      

1,121

$    

2,682

$       

PV10 PROVEN (12/31 SPOT)

$MM

3,590

$      

1,820

$    

5,410

$       

PV10 PROVEN (NYMEX 10 yr avg)

$MM

5,240

$      

2,234

$    

7,474

$       

(1)

(1)

(1)

(4)

(1)

(2)

(3)

9

SandRidge

Permian Progression

(1) 

SandRidge: February 2010 Permian average; Arena: March 2, 2010

(2) 

2009 SEC 12 month average; $3.87/Mcf, $57.65/Bbl

(3) 

Dec 31, 2009 spot prices; $5.79/Mcf, $79.34/Bbl

(4) 

Average 10 year NYMEX strip; $6.94/Mcf, $92.24/Bbl

Permian

Production

(MBoepd)

4.3

13.0

21.5

Net Acres

(M Acres)

56

148

205

Total

Proven

Reserves

(MMBoe)

43

117

183

Drilling Locations

( # )

740

2,694

5,700

PV10 PROVEN (SEC)

$MM

424

$  

990

$           

2,053

$          

PV10 PROVEN (12/31 SPOT)

$MM

778

$  

1,823

$        

3,557

$          

PV10

PROVEN

(NYMEX

10

yr

avg)

$MM

1,025

$

2,414

$        

4,546

$          

Permian Metrics

as of YE 2009

(2)

(2)

(1)

(3)

(4)

10

Acquisition Financial Review

Goals of Transaction

Increase exposure to oil     

Hedge significant amount of production through 2013

Cash flow per share accretion

Balance sheet improvement

Major Steps to Complete

File S-4

File HSR

Shareholder Vote (both SD and ARD)

Expected Closing: June/July

11

Transaction –

Hedge Review

Q3 & Q4

2H10 -2013

2010

TOTAL

Current

SandRidge

Crude Oil (Mmbo)

2.3

14.8

Price

$82.08

$85.88

Natural Gas (Bcf)

40.0

40.0

Price

$7.76

$7.76

Total Revenue Hedged

$499

$1,578

Arena

Crude Oil (Mmbo)

0.6

0.6

Price (Floor)

$66.67

$66.67

Natural Gas (Bcf)

0.9

0.9

Price (Floor)

$4.00

$4.00

Total Revenue Hedged

$40

$40

Revenue Hedged

$540

$1,619

Revenue To Be Hedged

$59

$1,416

Total Revenue Hedged

$599

$3,034

12

Transaction –

Share Analysis

SandRidge

SandRidge

Pre-Acquisition

Arena

Post-Acquisition

SD

Shares

Outstanding

-

March

26,

2010

210,797,254

SD 8.5% Preferred Stock

33,083,645

SD 6.0% Preferred Stock

18,416,206

Total SD Fully Diluted

262,297,105

262,297,105

ARD

Shares

Outstanding

-

March

15,

2010

39,018,737

ARD Options/Restricted Grants

(1)

954,224

Total ARD Fully Diluted

39,972,961

Merger Conversion Ratio

(2)

4.7771x

Total ARD Merger Fully Diluted

190,953,633

190,953,633

New SandRidge

Fully Diluted

453,250,738

(1) Assumes options settled cashless

(2) Merger Conversion Ratio: $37.50/$7.85 = 4.7771x

13

(as of December 31, 2009)

SandRidge

Estimated

SandRidge

Pre-Acquisition

Arena

Adjustments

Post-Acquisition

Cash

$7.9

$63.6

-$15.0

$56.5

Debt

Bank Debt

$0.0

$0.0

$100.0

$100.0

Other Senior Debt

35.3

35.3

Floating Senior Notes

350.0

350.0

8.625% Senior Notes

650.0

650.0

9.875% Senior Notes

351.0

351.0

8.0% Senior Notes

750.0

750.0

8.75% Senior Notes

442.6

442.6

Total Debt

$2,578.9

$0.0

$100.0

$2,678.9

Equity

-$195.9

$522.7

$976.3

$1,303.1

Total Capitalization

$2,390.9

$586.3

$1,061.3

$4,038.5

Transaction –

Balance Sheet