SecProbe.io

June 22, 2011
  Via Facsimile

Michael J. Ulrich SandRidge Permian Trust c/o The Bank of New York Mellon Trust Company, N.A.
919 Congress Avenue, Suite 500
Austin, Texas 78701  Via Facsimile

Tom L. Ward Chairman and Chief Executive Officer SandRidge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City, Oklahoma 73102
Re: SandRidge Permian Trust
Registration Statement on Form S-1  Filed May 25, 2011
  File No. 333-174492
 SandRidge Energy, Inc. Registration Statement on Form S-3 Filed May 25, 2011 File No. 333-174492-01

Dear Messrs. Ulrich and Ward:

We have reviewed your registration statemen ts and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your  registration statements and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 2
 After reviewing any amendment to your regi stration statements and the information you
provide in response to these comments, we may have additional comments.
 Registration Statement on Form S-1 a nd Registration Statement on Form S-3

 General

 1. Where comments on a section also relate to disclosure in another section, please make
parallel changes to all affected disclosure.  This will eliminate the need for us to repeat
similar comments.
2. If a numbered comment in this letter raises more than one question or lists various items
in bullet points, ensure that you fully res pond to each question and bullet point.  Make
sure that your letter of response indicates precisely where responsive disclosure to each
numbered comment and each point may be found in the marked version of the
amendment
 3. In the amended registration statement, please fill in all blanks other than the information
that Rule 430A permits you to omit.  For example, and without limitation, we note your
disclosure at page 2 relating to  the percentage of the target  distributions that will be
hedged.

4. Please inform us when the amount of comp ensation allowable or payable to Reef
Securities, Inc. has receive d clearance by FINRA.  Prio r to requesting accelerated
effectiveness, please be sure to provide us with a copy of the FINRA no objections letter.

5. Please review and revise your filing wherever  necessary to be consistent with the
disclosure guidelines set forth in Securiti es Act Release 33-6900 on Limited Partnership
Reorganizations and Public Offerings of Limite d Partnership Interests as well as Industry
Guide 5.  Refer generally to Item 901(b) of Regulation S-K an d Section III.D of
Securities Act Release No. 33-6922 for the defi nition of “partnership” that encompasses
“finite-life entities.”  For ex ample, and without limitation, pl ease provide the cover page
disclosure set forth in Section II.A.3.a of  Release 33-6900 and the information required
by Section 1.D. of Industry Guide 5.
6. We note that you have not provided most of  your exhibits. Please submit all material
exhibits, including, without limitation, the legality  and tax opinions, in order to facilitate
our review of your filing. We may have further comment upon our review.

7. Please provide us with all promotional and sale s materials prior to their use.  See Section
19.D. of Industry Guide 5.  Once we receive th e materials, we will need sufficient time to
complete our review and may have additional comments.

SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 3
 8. You do not yet provide a range for the potential  offering price per share. Because other,
related disclosure likely will be derived from the midpoint of the range, we remind you to
provide the range once it becomes available so  that you will have time to respond to any
resulting staff comments.
9. We note your disclosure at pa ge 120 relating to a directed unit program.  Please revise
your disclosure where appropriate, incl uding, without limitation, under “Prospectus
Summary” to include a descri ption of such program.  Please also file any agreements
relating to such program.
10. Please provide copies of the reports or studies that support the qualitative and
comparative statements contained in your prospe ctus or, in the altern ative, please revise
your disclosure to clarify whether it is mana gement’s belief.  For example, and without
limitation, we know your statements in the s econd paragraph at page 4 and under “Key
Investment Considerations” be ginning at page 10.  Please mark your furnished support or
provide page references in your response to  the sections you rely upon for each specific
statement. To the extent you are unable to pr ovide support, please de lete the qualitative
and comparative statement.
11. Please define terms the first time such terms are used or, in the al ternative, provide a
cross reference to where such terms are la ter defined.   For example, and without
limitation, we note your reference to Term Roya lties and Perpetual Royalties at page 27.

12. We note your disclosure at pages 34 and 81 that  oil, natural gas a nd natural gas liquids
may be recovered by hydraulic fracturing.  We also note your disclosure at page 32 under
“Risk Factors—The Operations of SandRidge  are subject to environmental laws….”
Please tell us, with a vi ew towards disclosure:

• the location of the hydraulic  fracturing activities;

• the acreage subject to hydraulic fracturing;

• the percentage of the reserves subject to hydraulic fracturing;

• the anticipated costs and funding associat ed with hydraulic fr acturing activities;
and

• whether there have been any incidents, ci tations or suits related to SandRidge’s
hydraulic fracturing operations for environm ental concerns, and if so, what has
been its response.

SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 4
 13. In regard to the hydraulic fr acturing operations, please also tell us what steps SandRidge
has taken to minimize any potential envir onmental impact. For example, and without
limitation, please explain if SandRidge:
• has steps in place to ensure that your drilling, casing and cementing adhere to
known best practices;

• monitor the rate and pressure of the fr acturing treatment in real time for any
abrupt change in rate or pressure;

• evaluate the environmental impact of a dditives to the hydrauli c fracturing fluid;
and

• minimize the use of water and/or dispose of  it in a way that minimizes the impact
to nearby surface water.

Prospectus Cover Page

14. We note your disclosure that you intend to  list your common units on the New York
Stock Exchange.  Please provide us with update d information regarding the status of the
application.
 15. At the top of the cover page, you state that SandRidge “will convey to the trust certain
royalty interests in exchange for co mmon and subordinated units collectively
representing a 40% beneficial in terest in the trust (without givi ng effect to the exercise of
the underwriters’ over-allotment option), as well as all of the net proceeds of this
offering ” (emphasis added).  In addition, your Use of Proceeds section indicates that the
trust will deliver the net proceeds to one or more of SandRidge’s wholly owned
subsidiaries.  We note that in  the table at the bottom of th e cover page, however, that you
have a column titled “Proceeds to the Trus t.”  Please clarify whether SandRidge
(including its subsidiaries) or the trust will receive the proceeds of this offering.
 Summary, page 1

 SandRidge Permian Trust, page 1

 16. Please provide a cross reference to the releva nt disclosure contained elsewhere in the
prospectus relating to the circumstances se t forth in the last sentence of the first
paragraph.  In this regard, we note your disclosure beginning at page 75.

SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 5
 The Offering, page 15

 17. We note your disclosure relati ng to the how the proceeds of the offering will be allocated
and to whom the 7,462,500 units and 12,437,500 subor dinated units will be issued.
Please provide cross-references, as appropr iate, to your discussion at page 43, which
describes in greater detail which of SandRi dge’s subsidiaries will be issued the units
and/or will obtain the proceeds of the offering.
 Risk Factors, page 18

 The trust units may lose value as a result of title deficiencies…, page 23

 18. We note your disclosure that SandRidge does not obtain title insura nce with respect to
certain of the Underlying Properties.  Please advise us as to the basis for not obtaining
title insurance.  In your re sponse, please tell us whether this is customary in your
industry.  If it is not, please re vise your disclosure to indicate this poin t of fact.  In this
regard, we note your disclosure relating to drilling title opinions at page 78.
 Conflicts of interest could arise between SandRidge and the trust unitholders, page 29

19. Please clarify the circumstances whereby “SandRidge may abandon a well that is
uneconomic even though such well is still ge nerating revenue for the trust unitholders.”
 SandRidge’s ability to satisfy its obligations to the trust…, page 30

 20. We note your disclosure that the proceeds fo r the royalty interests may be commingled
with those of SandRidge’s retained interest a nd that it may not be possible for the trust to
trace its entitlement to the funds  in the commingled pool.  Please revise your disclosure to
illustrate how this situation may occur.
 Cautionary Statement Regarding Fo rward-Looking Statements, page 39

 21. Please remove the word “will” from your  list of forward-looking statements.
 The Trust, page 42

 Development Agreement and Drilling Support Lien, page 43

 22. We note your disclosure at page 44 under “— Horizontal Wells” that SandRidge is not
permitted to drill horizontal wells as of the date of the prospectus.  Please revise your disclosure to describe the reas ons for this restriction.  If th e restriction is set forth in
provisions in the development agreement, so stat e, and please tell us the rationale for any
such provision.  In this regard, please also describe the rationale behind the provisions

SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 6
 relating the different treatmen t horizontal drilling receives  under the agreement, as
described in your disclosure at pa ge 45 under “—Additional Provisions.”
 Target Distributions an d Subordination and Incentive Thresholds, page 48

 23. We note your disclosure of target distributi ons for each quarter through and including the
quarter ending June 30, 2012.  Please expand your disclosure in this section to provide
pro forma distributable income for the y ear ended December 31, 2010 and the most
recent interim period.
 Where You Can Find More Information, page 122

 24. Please revise to expressly state that all filings filed by SandRidge pursuant to the
Exchange Act after the date of the initial re gistration statement and prior to effectiveness
of the registration statement sh all be deemed to be incorp orated by reference into the
prospectus.  See Compliance and Disclosure Interpre tations: Securiti es Act Forms ,
Question 123.05 at http://sec.gov/divisions/cor pfin/guidance/safinterp.htm
.
 Unaudited Pro Form Financial Information, page F-1

25. Please confirm that the royalty interests to be conveyed to the Trust are not significant to
the financial statements of SandRidge En ergy, Inc.; therefore, pro forma financial
information reflecting this  disposition is not requ ired to be presented.

26. Please only present your pro forma statements of distributable income for the year ended
December 31, 2010 and the three months ended March 31, 2011 to comply with the guidance of Rule 11-02(c)(2 )(i) of Regulation S-X.
 Engineering Comments

 Key Investment Considerations, page 10

 Exposure to Oil and Natural Gas Price Vola tility Mitigated Through June 30, 2016, page 10

 27. Please include the fact that any volumes of oil and gas that are hedged may not see the
full effect of higher prices as long as they are hedged.

Technologies, page 73

28. You state that most of the undeveloped wells  are close offsets to producing wells and
could be as close as 5-acre offsets as stated on page four.  Please tell us how you
determined that all of the estimated reserves from these wells are in fact incremental or

SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 7
 new reserves as opposed to accelerated reserves  that would be recovered over time from
the existing wells if the offset wells were not drilled at all.
29. Please tell us when the first well was drille d by Arena in the AMI, its initial production
rate and the cumulative oil and gas production to date from that well.

30. For the 888 development wells, please tell us how many you have attributed proved
reserves to.  For those wells you have attrib uted proved reserves to, please tell us the
average IP rate, the average decline rate and the average ultimate oil and gas reserves that
you are estimating for these wells.
 Netherland Sewell, page 73

31. Please remove the reference to the Standards Pertaining to the Estimating and Auditing of
Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers.
Paragraph (8) of Item 1202 of  Regulation S-K requires you to disclose the qualifications
of the technical person who determined the rese rves not to refer to an SPE document that
only provides the minimum acceptable qualifications  of a reserve evaluator.  Therefore,
please revise your document to provide that in dividual’s specific qua lifications regarding
reserve estimations.

Closing Comments
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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


SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 8
 • 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.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Paul Monsour  at (202) 551-3360 or Jenni fer Gallagher at (202) 551-
3706 if you have questions regarding comments on th e financial statement