SecProbe.io

January 3, 2013

Via E -mail
Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022

Re: SandRidge Energy, Inc.
 Preliminary Consent Statement on Schedule 14A
Filed December 26 , 2012 by TPG -Axon Partners, LP , Dinakar Singh , et al.
Soliciting material s filed pursuant to Exchange Act Rule 14a -12
Filed November 30  and December  6, 10, 11 and  26, 2012  by TPG -Axon
Partners, LP , Dinakar Singh , et al.
File No. 00 1-33784

Dear Mr. Weingarten :

We have reviewed the filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter b y amending the filing s or by providing the requested
information.  If you do not believe our comments apply to TPG -Axon ’s facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amend ment to the filing s and the information you provide in
response to these comments, we may have additional comments. All defined terms used in this
letter have the same meaning as in the consent statement listed above unless otherwise indicated.

General

1. The soliciting materials filed pursuant to Exchange Act Rule 14a -12 on December 10,
2012 reference  excerpts from and citations to several print and video media included on
the TPG -Axon sponsored website.  However, only excerpts and website links to such
media are found to the TPG -Axon sponsored website, not the underlying broadcast or
print media itself.  Please ensure that all media for which a link is listed on the TPG -
Axon  sponsored  website  is filed under the cover of Schedule 14A and properly identified
as either soliciting materials filed pursuant to Rule 14a -12 or as definitive additional
materials.  We note that TPG -Axon has included several links to website s containing a
recorded broadcast .  TPG -Axon should reduce such broadcast to writing and file  the
transcription  as soliciting material.   As a reminder, any soliciting material must be filed

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
January 3, 2013
Page 2

 with the Commission no later than the date they are first sent or given to securi ty holders.
Refer to Rules 14a -6(b), 14a -6(o) and 14a -12.

2. Refer to the preceding comment.  We remind you of TPG -Axon ’s obligation that any and
all soliciting materials comply with the requirements of Regulation 14A, including
Exchange Act Rule 14a -9.  Since TPG -Axon has chosen to use as soliciting materials the
various print and broadcast media and letters cited on its website, it must ensure the
content of all such materials comply with Rule 14a -9 and our comments 7 and 8 below.
If TPG -Axon cannot provi de a reasonable foundation supporting the statements contained
in the letters included on the TPG -Axon sponsored website and in the print and broadcast
media for which a list of links to such media are provided on the TPG -Axon sponsored
website , such content should be corrected and the list of all links to the applicable  media
should be removed.

3. Refer to our comment  1 above .  The soliciting material filed pursuant to Rule 14a -12 on
December 6 include s a reference to “links to various securities filings on Schedules 13D
and 14A filed by TPG -Axon…”  but does not identify  the specific filings or include the
contents  of such filings .  Please ensure that all soliciting materials referenced in the
December 6 filing, includ ing the materials contained in the filings referenced in the
December 6 filing, are filed under the cover of Schedule 14A and properly identified as
soliciting materials filed pursuant to Rule 14a -12 or as definitive additional materials.

Why Are We Soliciting Your Consent? Page 6

4. Refer to the last two sentences of this section and the fifth paragraph on page 14.
Exchange Act Rules 14a -4(a)(3) and 14a -4(b)(1) are intended to provide a means for
shareholders to communicate their views to the board of directors on “each separate
matter ” to be acted upon.  While Proposal No. 1 seeks stockholder consent to amend the
Company ’s bylaws, such amendment appear s to include separate corporate governance
matters  unrelated to TPG -Axon ’s objective of replacing  the current board of di rectors,
e.g., the de -staggering of the board  and the fixing of the size of the board .  While not
directly on point, refer to the discussion in the Division of Corporation Finance:  Manual
of Publicly Available Telephone Interpretations (Fifth Supplement, September 2004),
including the  examples of effected charter or bylaw provisions that generally would be
required to be set out as separate proposals in merger and acquisition transactions .  Please
consider unbundling Proposal No. 1.  If you believe certain  of the items in Proposal No. 1
need not be set out as separate matters, please explain why in your response letter.   Please
note that TPG -Axon may condition the action to be taken in connection with the approval
of each proposal on shareholder approval of  the other proposals.

If the Consent Solicitation is Successful …, page 6

5. Disclosure in this section indicates that “[b]ased on the Company ’s Quarterly Report on
Form 10 -Q filed with the SEC on November 9, 2012, as of September 30, 2012,

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
January 3, 2013
Page 3

 approximately $4. 3 million of the Company ’s senior notes were outstanding, the
repayment of which, if required, will not materially impact the Company.”   It is our
understanding that the Company has $4.3 billion (not million) in debt and that the
Company ’s indentures requi re that the Company offer to purchase the $4.3 billion of
outstanding senior notes if the Board is replaced.  Based on our understanding,  the
assertion that the repayment of such level of indebtedness will not materially impact the
Company appears incorrec t.  Please advise or revise as appropriate.

6. Disclosure in this section also indicates that “ [u]pon a ‘Change in Control, ’ the
Compensation Committee of the Board may (i) provide that a participant ’s unexercised
awards will terminate immediately prior to the consummation of the “Change in Control ”
unless exercised and/or (ii) provide that outstanding awards shall become exercisable, or
restrictions applicable to an award shall lapse, before the ‘Chan ge in Control. ’”  This
statement appears to imply that the Compensation Committee may take certain actions to
limit the Company ’s employees ’ ability to realize on equity awards upon a change of
control.  However, based on our review of the Company ’s public  filings, the Company
has not issued options to its employees and has only issued restricted stock awards under
its incentive stock plan, which vest automatically and immediately upon a change of
control without any action on the part of the Compensation C ommittee or the Board.
Please provide support for the statement or revise the disclosure to remove the
unsupported implication.

Reasons for the Solicitation, page 11

7. We note that the filing persons  have made statement s in their soliciting materials that
appear to impugn the character, integrity or personal reputation of the Company ’s
management and board of directors , all without adequate factual foundation .  The
following problematic statements  are representative of those that appear on pages  6, 10
and 11 of the consent solicitation statement , in the other soliciting material noted below
and in the various media links cited on the TPG -Axon sponsored website :
 “This destruction of stockholder value has been caused by poor and erratic strategic
decisions, reckless spending, and a culture of cronyism and waste that has drained
value from the Company. ”
 The heading “Strategic Incoherence and Unpredictability” and the text thereafter:
“The most common explanation for the poor valuation and performance of the st ock
are concerns regarding management strategy and focus.  To the investment
community, SandRidge has often appeared to behave in a reckless and unpredictable
manner, and analysts have little confidence in what the company will look like in the
future. ”  Based on our review of multiple analyst statements made in November and
December 2012, it appears many analysts have been complimentary of management ’s
performance.  Such statement, including the reference to “investment community”
implies that more than a majority of analysts have reached this conclusion.  Please
provide definitive support for such implication, including disclosure in the consent
statement that provides both support and context, or remove the offending  statement s.

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
January 3, 2013
Page 4

  “Management has shown eith er an inability or a disinterest in realistically assessing
its funding needs, having consistently underestimated its spending and capex levels in
public disclosures. ”
 The heading “ Reckless Spending and Lack of Financial Discipline ” and the text
thereafter : “Separate from major strategic missteps, the Company has been an
insatiable spender regarding acquisition of acreage and capital expenditures.  Budgets
have been exceeded substantially, damaging management credibility, and creating
concerns that manageme nt is financially reckless.  As a result, the Company ’s
finances are persistently precarious, and this has repeatedly left the Company highly
vulnerable to economic and market risk.  In general, the problem has been a complete
lack of discipline in terms o f capital expenditures and investment. ”  Based on our
review of multiple analyst statements made in November and December 2012, it
appears many analysts have been complimentary of management ’s performance as
opposed to the conclusion that management is “fi nancial ly reckless.”  Please provide
definitive support, including examples, for such statements.
 The heading “Appa lling Corporate Governance and Greed” and the text thereafter:
“Even to this day, Mr. Ward and his son actively compete with the Company in the
acquisition/lease of mineral rights, and have repeatedly front -run the Company by
acquiring such rights, and then ‘flipping ’ them to the Company within weeks and
months.  This mismanagement and self -dealing have been detrimental to Company
stockholders and we believe that the Board ’s direct or indirect approval of these
actions evidences its inability to protect stockholder interests and capital as currently
composed. ”  Similar language is found in the second to last paragraph of the
December 24 letter filed as soliciting material on December 26, 2012.   Please a dvise
us of the basis for the claim that Mr. Ward either actively competes with the
Company or has “front -run” the Company.   It is our understanding that:
o Mr. Ward has no economic, management or other interest in WCT Resources
L.L.C.
o Mr. Ward ’s adult son manages WCT Resources independently.
o WCT Resources has advised the Company that it is in the business of buy ing and
selling oil and gas properties, it has sold properties to a number of oil and gas
companies, and that the few transactions it has engaged in with the Company  are
not a material part of its or the Company ’s activity.
o Although WCT Resources is indep endent from Mr. Ward and from the Company ,
the applicable rules governing related party transactions apply to transactions
between a company and an immediate family member.
o The Company  has treated all transactions between WCT Resources and the
Company under its rela ted party transaction policy and, where required, such
transactions have been presented to, reviewed by and approved by, the members
of the Board (other than Mr. Ward), and disclosed as related party transactions in
the Company ’s public  reports.

In light  of above, please provide support for the claim that Mr. Ward either actively
competes with the  Company or has “front -run” the Company and that the land

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
January 3, 2013
Page 5

 transactions in question have been detrimental to Company stockholders.
Alternatively, revise such dis closure to reflect  only what can be supported by
adequate factual foundation .
 “We believe that the Board must be held responsible for this record of incoherent
strategic direction, obscene management compensation and perquisites, self -
interested transactio ns and abysmal stock performance. ”
 “…your reign of value destruction.” (December 24, 2012 letter filed as soliciting
material on December 26 ).
 “[S]hareholders choose to heavily discount the value of cash, when that cash is placed
in Mr. Ward ’s hands…these fears are not misplaced, given Mr. Ward ’s history of
siphoning value from the company.” (the December 24, 2012 letter filed as soliciting
material on December 26)  The same paragraph further suggests that cash will end up
“in Mr. Ward ’s pocket” and both cl aims are preceded by a statement that the
Company ’s stock dropped by 5% following the announcement of the Company ’s sale
of Permian Basin assets, implying that the movement in the Company ’s stock price
reflected broad stockholder concern about Mr. Ward ’s use of cash.  Please either
provide a basis for such statements and the resulting implication or file appropriate
corrective disclosure.
 TPG -Axon describes the Company ’s acquisition of Dynamic Offshore Resources,
LLC as an “accounting gimmick.”   (the Novemb er 30, 2012 letter filed as soliciting
material on the same date)

In addition to our comments noted above relating to the specific statements, p lease do not
use these or similar statements in the soliciting materials without providing a proper
factual fou ndation for the statements.  In addition, as to matters for which the filing
persons do have a proper factual foundation, please avoid making statements about those
matters that go beyond the scope of what is reasonably supported by the factual
foundation.   Please note that characterizing a statement as one’s opinion or belief does
not eliminate the need to provide a proper factual foundation for the statement; there must
be a reasonable basis for each opinion or belief that the filing persons express.  Ple ase
refer to Note (b) to Rule 14a -9.  To the extent the filing persons are unable to provide
adequate support, please file appropriate corrective disclosure and refrain from including
such statements in future soliciting materials.

8. Please characterize each statement or assertion of opinion or belief as such, and ensure
that a reasonable factual basis for each opinion or belief exists.  Support for opinions or
beliefs should be self -evident, disclosed in your materials or provided to the staff on a
supplemental basis with a view toward disclosure.  In addition, as to matters for which
you do have a proper factual foundation, please avoid making statements about those
matters that go beyond the scope of what is reasonably supported by t he factual
foundation.  To the extent the filing persons are unable to provide adequate support,
please file appropriate corrective disclosure and refrain from including such statements in
future soliciting materials.  The following statements are represen tative of those that
appear on pages 6, 10 and 11 of the consent solicitation statement , in the other soliciting

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
January 3, 2013
Page 6

 material noted below and in the various media links cited on the TPG -Axon sponsored
website, which at a minimum, must be supported on a supplemental basis, or require both
supplemental support and recharacterization as statements of belief or opinion.   In
addition, please note our additional comments on specific statements below.
 “SandRidge stock …trades at extremely low valuation, and has among the highest cost
of debt capital of any meaningful U.S. energy company .”  (page 6) Support for this
statement  should include revised