-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, En3+kbjJQ0qaz3kPe/CYmHiJumMAWhtIUwEahDq2WDuAhCAxJ6pfrDTZyahaHjdr g50GtqOGp4YootxytkXnyg== 0001193125-10-160080.txt : 20100716 0001193125-10-160080.hdr.sgml : 20100716 20100716141034 ACCESSION NUMBER: 0001193125-10-160080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100716 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100716 DATE AS OF CHANGE: 20100716 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33784 FILM NUMBER: 10956144 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 8-K 1 d8k.htm FORM 8-K Form 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): July 16, 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:

 

¨ 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 July 16, 2010, SandRidge Energy, Inc. (the “Company”) completed its acquisition of Arena Resources, Inc. (“Arena”) by means of the merger of Steel Subsidiary Corporation, a wholly-owned subsidiary of the Company (“Merger Sub”), with and into Arena. In the merger, each outstanding share of Arena common stock was canceled and converted into the right to receive 4.7771 shares of Company common stock and $4.50 in cash. In the aggregate, the Company expects to issue approximately 191 million shares of its common stock and pay approximately $178 million in cash, as consideration in the merger.

The terms of the merger were described in (i) the Joint Proxy Statement/Prospectus of the Company and Arena (the “Joint Proxy Statement/Prospectus”) included in Amendment No. 1 to the Registration Statement on Form S-4 (Registration No.: 333-166141) filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 30, 2010, as supplemented by the supplement to the Joint Proxy Statement/Prospectus of the Company and Arena filed by the Company with the SEC on June 14, 2010, (ii) the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2010 and (iii) the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2010. A copy of the Agreement and Plan of Merger, dated as of April 3, 2010, among the Company, Merger Sub and Arena, was attached as Annex A to the Joint Proxy Statement/Prospectus and is incorporated herein by reference. A copy of Amendment No. 1, dated as of May 27, 2010, to the Agreement and Plan of Merger, among the Company, Merger Sub and Arena, was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2010, and is incorporated herein by reference. A copy of Amendment No. 2, dated as of June 1, 2010, to the Agreement and Plan of Merger, among the Company, Merger Sub and Arena, was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2010, and is incorporated herein by reference.

On July 16, 2010, the Company and Arena issued a joint press release announcing the completion of the transaction, a copy of which is included herein as Exhibit 99.1 and incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

At a special meeting of the Company’s stockholders held on July 16, 2010, the Company’s stockholders approved (1) the issuance of shares of Company common stock in connection with the merger and (2) the amendment to the Company’s certificate of incorporation to increase the number of authorized shares of capital stock and common stock of the Company. The number of votes cast for, against and withheld, and the number of abstentions and broker non-votes, with respect to each of these matters is set forth in the table below.

 

Matter Voted Upon

   Votes For    Votes
Against
   Abstentions    Broker
Non-Votes

Issuance of Shares of Company Common Stock in Connection with the Merger

   135,835,263    1,681,201    236,715    -0-

Amendment to the Company’s Certificate of Incorporation

   135,247,246    2,269,488    236,445    -0-


Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired. The audited consolidated financial statements of Arena included in its Annual Report on Form 10-K/A for the year ended December 31, 2009, filed with the SEC on April 30, 2010, were incorporated into the Joint Proxy Statement/Prospectus by reference, and are incorporated herein by reference. The unaudited condensed consolidated financial statements of Arena included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2010, filed with the SEC on May 10, 2010, were incorporated into the Joint Proxy Statement/Prospectus by reference, and are incorporated herein by reference.

(b) Pro Forma Financial Information. The unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2009 were included in the Joint Proxy Statement/Prospectus, and are incorporated herein by reference. The unaudited pro forma condensed combined financial information as of and for the three months ended March 31, 2010 were included in the supplement to the Joint Proxy Statement/Prospectus, and are incorporated herein by reference. The pro forma financial information as of and for the six months ended June 30, 2010 will be filed by amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

 

Exhibit 2.1   Agreement and Plan of Merger, dated as of April 3, 2010, among the Company, Merger Sub and Arena (attached as Annex A to the Joint Proxy Statement/Prospectus and incorporated herein by reference), as amended by Amendment No. 1, dated as of May 27, 2010, to the Agreement and Plan and Merger, among the Company, Merger Sub and Arena (attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2010 and incorporated herein by reference), and by Amendment No. 2, dated as of June 1, 2010, to the Agreement and Plan of Merger, among the Company, Merger Sub and Arena (attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2010 and incorporated herein by reference).
Exhibit 23.1   Consent of Hansen, Barnett & Maxwell, P.C., independent auditors for Arena.
Exhibit 99.1   Press release issued jointly by the Company and Arena, dated July 16, 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)

July 16, 2010   By:  

/S/    DIRK M. VAN DOREN        

  Name:   Dirk M. Van Doren
  Title:  

Executive Vice President and

Chief Financial Officer

EX-23.1 2 dex231.htm CONSENT OF HANSEN, BARNETT & MAXWELL Consent of Hansen, Barnett & Maxwell

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Current Report on Form 8-K of our reports dated March 1, 2010, relating to the consolidated financial statements of Arena Resources, Inc. and the effectiveness of internal control over financial reporting, which appear in the Annual Report on Form 10-K/A of Arena Resources, Inc. for the year ended December 31, 2009.

 

/s/ Hansen, Barnett & Maxwell, P.C.
HANSEN, BARNETT & MAXWELL, P.C.

Salt Lake City, Utah

July 15, 2010

EX-99.1 3 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

SandRidge Energy, Inc. and Arena Resources, Inc. Announce Closing of Merger

OKLAHOMA CITY and TULSA, Okla., July 16 /PRNewswire-FirstCall/ – SandRidge Energy, Inc. (NYSE: SD) and Arena Resources, Inc. (NYSE: ARD) today jointly announced that special meetings of the stockholders of each of SandRidge and Arena were held this morning. The Arena stockholders approved the merger with SandRidge. The SandRidge stockholders approved proposals to issue SandRidge common stock to Arena stockholders as part of the merger consideration and to amend SandRidge’s certificate of incorporation to increase the number of authorized shares of its capital stock.

Following the meetings, the companies consummated the merger. Trading in Arena’s common stock on the New York Stock Exchange will cease after the market closes today.

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

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 the West Texas Overthrust, Permian Basin, Mid-Continent, Cotton Valley Trend in East Texas, Gulf Coast, and Gulf of Mexico. SandRidge’s internet address is www.sandridgeenergy.com.

CONTACT:

 

Kevin R. White

Senior Vice President

SandRidge Energy, Inc.

123 Robert S. Kerr Avenue

Oklahoma City, OK 73102

+1 (405) 429-5515

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