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SEC Comment Letter for SANDRIDGE ENERGY INC (SD) (CIK 0001349436) (SD) — Dec 14, 2007

SANDRIDGE ENERGY INC (SD) (CIK 0001349436)
Date: Dec. 14, 2007 · CIK: 0001349436 · Accession: 0000000000-07-060581

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

Date
December 14, 2007
Author
H. Roger Schwall
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

December 14, 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. Amendment No. 1 to Registrati on Statement on Form S-1 Filed December 5, 2007 File No. 333-145386 From 10-Q for the quart er ended September 30, 2007 Filed December 3, 2007 File No. 1-33784 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.

Mr. Tom L. Ward SandRidge Energy, Inc. December 14, 2007 Page 2 General

1. We note your response to our prior comment 1 and your revisions to your disclosure to reflect your results as of September 30, 2007 and to co mply with all applicable comments to your IPO Form S-1 regi stration statement, file no. 333-144004. However, please further revise disclosure throughout your prospectus to provide missing information, and to reflect results as of September 30, 2007, and subsequent events. As examples only, we note the following:

• In the “Overview” section of the “Summary” on page 1 you present capital expenditures as of June 30, 2007. • Your risk factor on page 14 entit led “We will not know conclusively prior to drilling” gives drilli ng information as of June 30, 2007. • Your risk factor on page 22 entitled “You may experience Dilution” provides information as of June 30, 2007 and has missing information. • In the “Related Party Transactions” section on page 124, update the disclosure with regard to the purchas e of gas and oil interests from Mr. Mitchell, which apparently closed in November. • Update the “Where You Can Find More Information” section on page 135 to reflect the completion of the offering.

2. We note your response to our prior comme nt 2. Please provide the additional information that you refer to when it becomes available.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Correction of an Accounting Error, page 34 3. We note your statement that you have take n steps to improve and continue to improve your internal control over financial reporting in light of the need for a restatement. However, we note that in your Form 10-Q for the quarter ended September 30, 2007 you state that you made no material changes to your internal controls over financial re porting during the quarter. Please reconcile these statements.

Selling Stockholders, page 112

4. We note your response to our prior comment 3. Please delete the language in the introductory paragraph that refers to the stock that you have removed from registration in response to the prior comment.

Mr. Tom L. Ward SandRidge Energy, Inc. December 14, 2007 Page 3 5. Please identify the natural persons who have the authority to vote or dispose of the securities for the following entities: the Ares entities, Garrett Family Equity Investment LLC; and Bar-Co Investments, LLC. 6. We note that the total number of shares on the table to be sold by your selling shareholders is 41,878,396, but that you have registered 57,601,952 shares for resale. Please advise. Plan of Distribution, page 118

7. Please specifically name the selling shar eholders who are broker-dealers and, as such, deemed to be underwriters.

Exhibits 8. Please file your opinion of counsel as an exhibit.

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;

Mr. Tom L. Ward SandRidge Energy, Inc. December 14, 2007 Page 4 • 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

December 14, 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.  Amendment No. 1 to Registrati on Statement on Form S-1
Filed December 5, 2007  File No. 333-145386  From 10-Q for the quart er ended September 30, 2007
Filed December 3, 2007 File No. 1-33784
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.

Mr. Tom L. Ward
SandRidge Energy, Inc.
December 14, 2007 Page 2  General

1. We note your response to our prior comment 1 and your revisions to your disclosure
to reflect your results as of September 30, 2007 and to co mply with all applicable
comments to your IPO Form S-1 regi stration statement, file no. 333-144004.
However, please further revise disclosure  throughout your prospectus to provide
missing information, and to reflect results as of September 30, 2007, and subsequent events.  As examples only, we note the following:

• In the “Overview” section of the “Summary” on page 1 you present
capital expenditures as of June 30, 2007.
• Your risk factor on page 14 entit led “We will not know conclusively
prior to drilling” gives drilli ng information as of June 30, 2007.
• Your risk factor on page 22 entitled “You may experience Dilution”
provides information as of June 30, 2007 and has missing information.
• In the “Related Party Transactions” section on page 124, update the disclosure with regard to the purchas e of gas and oil interests from Mr.
Mitchell, which apparently  closed in November.
• Update the “Where You Can Find More Information” section on page 135 to reflect the completion of the offering.

2. We note your response to our prior comme nt 2.  Please provide the additional
information that you refer to when it becomes available.

Management’s   Discussion and Analysis of Financial Condition and Results of
Operation

Correction of an Accounting Error, page 34
3. We note your statement that you have take n steps to improve and continue to
improve your internal control over financial reporting in  light of the need for a
restatement.  However, we note that in your Form 10-Q for the quarter ended
September 30, 2007 you state that you made no material changes to your internal controls over financial re porting during the quarter. Please reconcile these
statements.

Selling Stockholders, page 112

4. We note your response to our prior comment  3.  Please delete the language in the
introductory paragraph that refers to the stock that you have removed from
registration in response to the prior comment.

Mr. Tom L. Ward
SandRidge Energy, Inc.
December 14, 2007 Page 3  5. Please identify the natural persons who have the authority to vote or dispose of the
securities for the following entities: the Ares entities, Garrett Family Equity
Investment LLC; and Bar-Co Investments, LLC.
6. We note that the total number of shares  on the table to be sold by your selling
shareholders is 41,878,396, but that you have registered 57,601,952 shares for
resale.  Please advise.
 Plan of Distribution, page 118

7. Please specifically name the selling shar eholders who are broker-dealers and, as
such, deemed to be underwriters.

Exhibits
8. Please file your opinion of counsel as an exhibit.

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;

Mr. Tom L. Ward
SandRidge Energy, Inc. December 14, 2007 Page 4
• 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