SEC Comment Letter for SANDRIDGE ENERGY INC (SD) (CIK 0001349436) (SD) — Oct 19, 2007
SANDRIDGE ENERGY INC (SD) (CIK 0001349436)
Date: Oct. 19, 2007 · CIK: 0001349436 · Accession: 0000000000-07-051408
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File numbers found in text: 333-144004
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
October 19, 2007
Via U.S. mail and facsimile
Mr. V. Bruce Thompson
Senior Vice President
SandRidge Energy, Inc.
1601 N.W. Expressway, Suite 1600
Oklahoma City, Oklahoma 73118
Re: SandRidge Energy, Inc.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed October 4, 2007
File No. 333-144004
Dear Mr. Thompson:
We have reviewed your filing and have the following comments. Any additional
engineering comments will be provided in a separate letter. Where indicated, we think
you should revise your document in response to these comments. If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as deta iled as necessary in your expl anation. In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure. After reviewing this info rmation, 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 on any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. Eliminate the new cover page refere nce to “joint book-running managers.”
Mr. V. Bruce Thompson
SandRidge Energy, Inc.
October 19, 2007 Page 2
2. We note the new disclosure regarding the sa le of shares to Mr. Ward, your CEO and
largest shareholder. Explain to us why you believe you can regist er the issuance of
these shares with this registration statem ent. We may have additional comments.
3. Make clear whether the amount per share Mr . Ward will pay in the offering will be
adjusted in any way to give effect to the absence of an underwriting discount.
4. The purpose of the proposed artwork as it a ppears on the inside cover page is not
apparent. If you intend to retain it, pl ease provide us with an explanation and
include appropriate text as necessary to place it in proper context.
5. We note your response to our prior comment 2. Please file all remaining exhibits,
including the underwriting agreem ent and opinion of counsel.
6. We note that you have filed a Form of Indemnification Agreement as Exhibit 10.5. Please describe the material terms of that agreement in the prospectus.
Use of Proceeds, page 26
7. We note that you intend to use a portion of the proceeds to repay a $50 million note
you intend to incur in connection with a pot ential acquisition. Please describe the
properties to be acquired a nd the anticipated terms of the acquisition, if material.
Executive Compensation and Other Information
Summary Compensation, page 105
8. Please update the status of Mr. Mitche ll in footnote 4 to this table.
Principal and Selling Stockholders, page 115
9. You indicated to us that you will not have any selling stockholders. If true, please
revise the heading to this s ection and the table to elimin ate the suggestion that there
are selling shareholders.
Related Party Transactions
General, page 117
10. Once it has been drafted, describe the ma terial terms of your written policy with
respect to reviewing, ap proving and ratifying rela ted party transactions.
Mr. V. Bruce Thompson
SandRidge Energy, Inc.
October 19, 2007 Page 3
Other Transactions with N. Malone Mitchell, 3rd, page 119
11. We note your response to our prior comme nt 4. State whether the May 2, 2007
transaction was on terms similar to those obtainable from third parties and whether
the purchase was approved by disintereste d Board members. File the purchase
agreement as an exhibit. Further descri be the leasehold acreage purchased from
Longfellow.
Other Transactions with Dan Jordan, page 120
Other Transactions with Bill Gilliland, page 120
12. State whether the June 2007 transaction with Mr. Jordan and the February 2006
transaction with Mr. Gillila nd were on terms similar to those obtainable from third
parties and whether the purchases were approved by disinterested Board members.
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.
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
Mr. V. Bruce Thompson
SandRidge Energy, Inc.
October 19, 2007 Page 4
• 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 Lily Dang at (202) 551-3867 or, in her absence, Jennifer Gallagher,
at (202) 551-3706 if you have questions rega rding comments on the financial statements
and related matters. Please contact Jame s Murphy, Petroleum Engineer, at (202) 551-
3703 if you have questions regarding comme nts on the engineering matters. Please
contact Donna Levy at (202) 551-3292 or, in her absence, Timothy Levenberg, Special
Counsel, at (202) 551-3707 with any other 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: L. Dang
D. Levy
T. Levenberg
J. Murphy