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SEC Comment Letter for SANDRIDGE ENERGY INC (SD) (CIK 0001349436) (SD) — Jul 11, 2008

SANDRIDGE ENERGY INC (SD) (CIK 0001349436)
Date: July 11, 2008 · CIK: 0001349436 · Accession: 0000000000-08-034426

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File numbers found in text: 333-151899

Date
July 11, 2008
Author
D. Levy
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 July 11, 2008

Via 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. and co-registrants Registration Statement on Form S-4 Filed June 24, 2008 File No. 333-151899 Dear Mr. Ward:

We have limited our review of your filing to those issues we have addressed in our comments. Where indicated, 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 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. The staff notes that it appears that you are registering the exchange of $650,000,000 of 8 5/8% Senior Notes due 2015 and $350,000,000 of Senior Floating Rate Notes due 2014 in reliance on the staff's position enunciated in the Exxon Capital Holdings Corporation, SE C No-Action Letter (April 13, 1989). See also the Morgan Stanley & Co. Inc., SE C No-Action Letter (June 5, 1991) and the Shearman & Sterling, SEC No-Ac tion Letter (July 2, 1993). Accordingly, please provide a supplemental letter to the staff stating that the issuer is

Mr. Tom L. Ward SandRidge Energy, Inc. July 11, 2008 Page 2 registering the exchange offer in relian ce on the staff's position in those letters. Include in your supplemental letter the representations contained in the Morgan Stanley and Shearman & St erling no-action letters. Basic Terms of the Senior Notes, page 81

2. We note that the registrant has the option to pay interest by increasing the outstanding principal amount of the Senior Notes or by issuing additional Senior Notes. Make clear where you discuss th ese options that the new notes are not included as part of this offering. Al so discuss any potential impact on the liquidity of the registered notes, and include new Risk Factors disclosure regarding any related risks. 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 even t 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 purs uant to delegated authority, declare the filing effective, it does not foreclose th e 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 comments a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. Tom L. Ward SandRidge Energy, Inc. July 11, 2008 Page 3 In addition, please be advise d that the Division of Enfo rcement 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 acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ade quate 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. You may contact Donna Levy at (202) 551- 3292 or, in her absence, Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any questions.

Sincerely,
H. Roger Schwall Assistant Director
cc: James M. Prince, Esq. (by facsimile 713-615-5962)
D. Levy

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
July 11, 2008

Via 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. and co-registrants   Registration Statement on Form S-4
Filed June 24, 2008  File No. 333-151899
Dear Mr. Ward:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, 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 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. The staff notes that it appears that you are registering the exchange of
$650,000,000 of  8 5/8% Senior Notes due 2015 and $350,000,000 of Senior Floating Rate Notes due 2014  in reliance on the staff's position enunciated in the
Exxon Capital Holdings Corporation, SE C No-Action Letter (April 13, 1989).
See
 also the Morgan Stanley & Co. Inc., SE C No-Action Letter (June 5, 1991)
and the Shearman & Sterling, SEC No-Ac tion Letter (July 2, 1993).  Accordingly,
please provide a supplemental letter to the staff stating that the issuer is

Mr. Tom L. Ward
SandRidge Energy, Inc.
July 11, 2008 Page 2
registering the exchange offer in relian ce on the staff's position in those letters.
Include in your supplemental letter the representations contained in the Morgan
Stanley and Shearman & St erling no-action letters.
 Basic Terms of the Senior Notes, page 81

2. We note that the registrant has the option to pay interest by increasing the
outstanding principal amount of the Senior  Notes or by issuing additional Senior
Notes.  Make clear where you discuss th ese options that the new notes are not
included as part of this offering.  Al so discuss any potential impact on the
liquidity of the registered notes, and include new Risk Factors disclosure regarding any related risks.
 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 even t 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. Tom L. Ward
SandRidge Energy, Inc. July 11, 2008 Page 3
 In addition, please be advise d that the Division of Enfo rcement 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 acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ade quate 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.
 You may contact Donna Levy at (202) 551- 3292 or, in her absence, Timothy S.
Levenberg, Special Counsel, at (202) 551-3707 with any questions.

Sincerely,

H. Roger Schwall Assistant Director
  cc: James M. Prince, Esq. (by facsimile 713-615-5962)
D. Levy