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SEC Comment Letter for SANDRIDGE ENERGY INC (SD) (CIK 0001349436) (SD) — Sep 12, 2007

SANDRIDGE ENERGY INC (SD) (CIK 0001349436)
Date: Sept. 12, 2007 · CIK: 0001349436 · Accession: 0000000000-07-044340

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Document Type
Confidence
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Summary

Reasoning

File numbers found in text: 333-144004, 333-145386

Date
September 11, 2007
Author
Not clearly detected
Form
UPLOAD
Company
SANDRIDGE ENERGY INC (SD) (CIK 0001349436)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 7010 September 11, 2007 By U.S. Mail and Facsimile Mr. Tom L. Ward Chairman, Chief Executive Officer and President SandRidge Energy, Inc. 1601 N.W. Expressway, Suite 1600 Oklahoma City, Oklahoma 73118

Re: SandRidge Energy, Inc. Registration Statement on Form S-1 Filed August 13, 2007 File No. 333-145386

Dear Mr. Ward:

We have limited our review of your filing to those issues we have addressed in our comments. Where indicat ed, we think you should revise your document in response to these comments. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In some of our comme nts, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

General 1. We understand from your counsel that you will update disclosure throughout the registration statement, including providi ng interim financial statements for the quarter ended June 30, 2007, with your next amendment. Also please revise your disclo sure in this registration st atement to comply with all applicable comments related to the other Form S-1 registration statement, file no. 333-144004, that you currently have on file with us.

Mr. Tom L. Ward SandRidge Energy, Inc. September 11, 2007 Page 2 2. You currently omit material information, including disclosure pertaining to the Offering section on page 8 and the Descrip tion of Capital Stock section on page 118. We will need the opportunity to review all new disclosure, including this information and the disclosure required pursuant to Items 507 and 508 of Regulation S-K. To expedite the review process, pl ease provide all this information promptly. We may have additional comments. 3. We note by reference to page 111 that you are registering common stock that may be issuable upon conversion of convertible preferred stock “that may be issued upon tender to us of outstanding common shares in connection with the exercise of outstanding warrants to purchase our conver tible preferred stock.” Disclose the material terms of the warrants and how the price of the convertible preferred stock will be determined. Provide us with your analysis of whether this part of the transaction is complete and the common stock underlying the unissued convertible preferred stock may prop erly be registered. See Interpretation N o. 3S(b) of the Regulation S-K section of the Divisi on of Corporation Finance’s March 1999 Supplement to the Manual of Publicly Available Telephone Interpretations.

Summary

Initial Public Offering, page 6 4. Once known, expand this section to quantif y the price per share, the number of shares being registered for sale by selling shareholders and the number to be offered on a primary basis.

Closing Comments

As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Tom L. Ward SandRidge Energy, Inc. September 11, 2007 Page 3 Notwithstanding our comments, in the ev ent the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness as a defense in any proceeding initiat ed by the Commission or any person under the federal securities laws of the United States.

In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Donna Levy at (202) 551-3292 or, in her absence, Timothy Levenberg, Special Counsel, at ( 202) 551-3707 with any questions.

S i n c e r e l y ,

H . R o g e r S c h w a l l A s s i s t a n t D i r e c t o r

cc: T. Mark Kelly (via facsimile) D. Levy T. Levenberg

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
September 11, 2007

By U.S. Mail and Facsimile

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc.
1601 N.W. Expressway, Suite 1600
Oklahoma City, Oklahoma 73118

Re: SandRidge Energy, Inc.
 Registration Statement on Form S-1
Filed August 13, 2007
File No. 333-145386

Dear Mr. Ward:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicat ed, we think you should revise  your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. We understand from your counsel that you will update disclosure throughout the
registration statement, including providi ng interim financial statements for the
quarter ended June 30, 2007, with your next amendment.
Also please revise your disclo sure in this registration st atement to comply with all
applicable comments related to the other Form S-1 registration statement, file no.
333-144004, that you currently have on file with us.

Mr. Tom L. Ward
SandRidge Energy, Inc.
September 11, 2007 Page 2
2. You currently omit material information, including disclosure  pertaining to the
Offering section on page 8 and the Descrip tion of Capital Stock section on page
118.  We will need the opportunity to review all new disclosure, including this information and the disclosure required pursuant to Items 507 and 508 of Regulation
S-K.  To expedite the review process, pl ease provide all this information promptly.
We may have additional comments.
3. We note by reference to page 111 that you are registering common stock that may
be issuable upon conversion of convertible preferred stock “that may be issued upon
tender to us of outstanding common shares  in connection with the exercise of
outstanding warrants to purchase our conver tible preferred stock.”  Disclose the
material terms of the warrants and how the price of the convertible preferred stock
will be determined.   Provide us with your analysis of whether this part of the transaction is complete and the common stock underlying the unissued convertible preferred stock may prop erly be registered. See Interpretation N o. 3S(b) of the
Regulation S-K section of the Divisi on of Corporation Finance’s March 1999
Supplement to the Manual of Publicly Available Telephone Interpretations.

Summary

Initial Public Offering, page 6
4. Once known, expand this section to quantif y the price per share, the number of
shares being registered for sale by selling shareholders and the number to be offered on a primary basis.

Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Mr. Tom L. Ward
SandRidge Energy, Inc.
September 11, 2007 Page 3
 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.

Please contact Donna Levy at (202) 551-3292 or, in her absence, Timothy
Levenberg, Special Counsel, at ( 202) 551-3707 with any questions.

       S i n c e r e l y ,

       H .  R o g e r  S c h w a l l
       A s s i s t a n t  D i r e c t o r

cc: T. Mark Kelly (via facsimile)
D. Levy
 T. Levenberg