Sandridge Energy Inc (NYSE:SD): Jeffrey Tannenbaum’s Fir Tree filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Fir Tree Inc | 0 | 2,957,272 | 0 | 2,957,272 | 2,957,272 | 8.19% |
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Page 1 of 6 – SEC Filing
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
| SandRidge | |
| (Name of Issuer) | |
| Common Stock, | |
| (Title of Class of Securities) | |
| 80007P869 | |
| (CUSIP Number) | |
| Brian Meyer | |
| Fir Tree Inc. | |
| 55 West 46th Street, 29th Floor | |
| New York, NY 10036 | |
| (212) 599-0090 | |
| Eleazer Klein, Esq. | |
| Schulte Roth & Zabel LLP | |
| 919 Third Avenue | |
| New York, NY 10022 | |
| (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
| December | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. ý
(Page 1 of 4 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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Page 2 of 6 – SEC Filing
| 1 | NAME OF REPORTING PERSON Fir Tree Inc. | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 | SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7 | SOLE VOTING POWER -0- | ||
| 8 | SHARED VOTING POWER 2,957,272 shares of Common Stock (including 460,658 | |||
| 9 | SOLE DISPOSITIVE POWER -0- | |||
| 10 | SHARED DISPOSITIVE POWER 2,957,272 shares of Common Stock (including 460,658 | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,957,272 shares of Common Stock (including 460,658 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.19% | |||
| 14 | TYPE OF REPORTING PERSON IA, CO | |||
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Page 3 of 6 – SEC Filing
| This Amendment No. 1 (“Amendment No. 1“) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC“) on November 20, 2017 (the “Original Schedule 13D,” and the Original Schedule 13D as amended by this Amendment No. 1, the “Schedule 13D“) with respect to the shares of Common Stock, $0.001 par value per share (the “Common Stock“), of SandRidge Energy, Inc., a Delaware corporation (the “Issuer“). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 4 and 7 as set forth below. |
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| On December 18, 2017, the Reporting Person issued an open letter to the Board of Directors of the Issuer reiterating its strong opposition to the Issuer’s proposed acquisition of Bonanza Creek Energy, Inc. (the “Bonanza Acquisition“), voicing its support for the position of Icahn Capital LP in its Proxy Statement that the Issuer should not issue more shares of common stock in connection with the Bonanza Acquisition and reiterating its intent to vote against the issuance (the “Fir Tree Board Letter“). The foregoing summary of the Fir Tree Board Letter is qualified in its entirety by the full text of the Fir Tree Board Letter, which is filed as Exhibit B to this Schedule 13D, and is incorporated herein by reference. |
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
| Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| Exhibit B: | Fir Tree Board Letter, dated December 18, 2017. |
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Page 4 of 6 – SEC Filing
SIGNATURES
After reasonable inquiry and to the best
of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: December 18, 2017
| FIR TREE INC. | ||
| /s/ Brian Meyer | ||
| Name: Brian Meyer | ||
| Title: General Counsel | ||
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Page 5 of 6 – SEC Filing
Exhibit B
Fir Tree Board Letter
Fir Tree Partners Issues Open Letter to the
SandRidge Board Opposing Additional Stock Issuance to Acquire Bonanza Creek Energy
Reiterates Strong Opposition to Bonanza
Acquisition
NEW YORK (December 18, 2017) – Fir Tree Partners (“Fir
Tree”), manager of certain funds that together beneficially own, through common stock and warrants, approximately 8.2% of
the common stock of SandRidge Energy, Inc. (“SandRidge”), today issued an open letter to the Board of Directors of
SandRidge reiterating its strong opposition to SandRidge’s proposed acquisition of Bonanza Creek Energy, Inc. (“Bonanza”)
and voicing its support for the position of Icahn Capital LP laid out in its Proxy Statement that the Company should NOT issue
more shares of common stock in connection with such a transaction. The full text of the letter follows:
Dear Members of the Board of Directors:
As one of SandRidge’s largest
shareholders, we are writing to reiterate our strong disapproval over the decision of the Company’s Board of Directors (the “Board”)
to acquire Bonanza Creek Energy, Inc. by issuing a considerable amount of undervalued Company common stock (the “Stock Issuance”).
As you are no doubt aware,
a fund managed by Icahn Capital LP (“Icahn Capital”) has filed a preliminary proxy statement urging shareholders to
vote “AGAINST” the Stock Issuance (the “Proxy”).
Fir Tree has Independently
Reached the Same Conclusion as Icahn Capital and Strongly Supports the Position Laid Out in Icahn Capital’s Proxy: The Proposed
Share Issuance to Finance the Bonanza Acquisition is Dilutive, Non-Strategic and Significantly Over-values Bonanza.
As we have noted previously,
the Bonanza acquisition represents a complete about face by management of its disciplined post bankruptcy strategy and would be
extremely destructive to shareholder value:
| ● | The acquisition’s proposed purchase price implies an unjustified premium to SandRidge’s current valuation; |
| ● | The acquisition presents no obvious synergies between SandRidge and Bonanza’s assets; |
| ● | The proposed purchase price constitutes more than a 75% premium to the $421 million valuation established when Bonanza creditors invested new capital just six months ago; and |
| ● | The acquisition represents nonsensical empire building that echoes back to Sandridge’s descent into bankruptcy when this same management team acquired disparate assets and added leverage and costs with reckless abandon. |
Strategically, one of the Board’s basic obligations to shareholders
is to make decisions that optimize long-term shareholder value. With zero net debt and approximately 200,000 acres and decades
of remaining inventory to exploit, we believe SandRidge would better position itself by returning capital to its shareholders and
growing production in a disciplined manner, not through pursuing this reckless transaction.
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Page 6 of 6 – SEC Filing
Fir Tree Intends to Vote AGAINST the Stock Issuance
Accordingly, we intend to
vote AGAINST the Stock Issuance in order to stop what we believe is a nonsensical and overpriced acquisition being pursued by a reckless, grossly over-compensated management team and what is unfortunately proving to be a rubber stamp
Board.
Sincerely,
(sig)
Evan Lederman &
David Proman
Fir Tree Partners
About Fir Tree Partners
Fir Tree Partners, founded in 1994 and located in New York City
(HQ) and Miami, is a value-oriented investment manager that manages private investment funds for endowments, charitable and philanthropic
foundations, pension funds and other institutional and private investors.
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For More Information Contact:
Scott Tagliarino or Taylor Ingraham
ASC Advisors LLC
(203) 992-1230
