SecProbe.io

January 4 , 201 3

Via E -mail
Scott F. Smith , Esq.
Covington & Burling LLP
620 Eighth Avenue
New York, NY 10018 -1405

Re: SandRidge Energy, Inc.
 Preliminary Consent Revocation Statement on Schedule 14A
Filed December 27, 2012
Soliciting material filed pursuant to Exchange Act Rule 14a -12
Filed December 21, 2012
File No. 001 -33784

Dear Mr. Smith :

We have reviewed the above 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 by amending the consent revocation  statement , by providing
the requested information, or b y advising us when you will provide the requested response.  If
you do not believe our comments apply to the Company ’s facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendmen t 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 revocation statement listed above unless
otherwise indicated.

1. We note the disclosure in the soliciting material filed on December 21 , 2012 regarding
the Company ’s receipt of written consent s from a stockholder of record , dated December
19, 2012 .  Given  that TPG -Axon ha d not yet filed a consent stateme nt disclosing  its three
proposals and identifying its nominees and had not yet furnished the Company ’s
stockholders with a consent card relating to its three proposals, please advise us why the
Company believes  it appropriate to conclude that the stockholder communication
received by the Company constituted written consent s to TP G-Axon’s consent
solicitation . Include in your response letter (i) a detailed legal analysis  supporting the
Company ’s conclusion, (ii) the identi ty of the stockholder of record w ho submitted the
written consen t and (iii) the number of shares of Company stock beneficially held by
such stockholder .  If the stockholder of record is an entity, please identify t he natural
person or persons who have voting and investment power over the shares.   Also tell us in

Scott F. Smith , Esq.
Covington & Burling LLP
January 4, 2013
Page 2

 your response  letter whether such natural person is an affiliate of the Company  or a
“related person, ” as that term is defined in the Instructions to Item 404(a) of Regulation
S-K.  Please also provide us a copy of the written consent s.

2. Revise the disclosure to advise stockholders that, notwithstanding the date of any TPG -
Axon consent  statement  furnished to such stockholders  or the date that any consent
furnished by TPG -Axon  to stockholders is first delivered  to the C ompany , the Company
has determined that it will not count any consents delivered to the Company after the date
that is 60 days after December 19, 2012.   Disclose that specific date.

Reasons to Reject the TPG -Axon Consent Proposals, page 4

3. Please provide support for the statement  appearing here and elsewhere in the disclosure
that TPG -Axon is “an opportunistic investor  with short -term inter ests.”

4. In the last sentence on the bottom of page 4 the Company indicates that  stockholders
should reject the TPG -Axon Consent because “TPG -Axon  is not experienced in
controlling or running an operating business .”  Provide support for such statement.  In
addition, since TPG -Axon  Group Nominees, and not TPG -Axon itself,  would serve on
the board of directors, this statement does not appear relevant to  this section ’s heading .
Please revise  the disclosure to indicate that the TPG -Axon  Group  Nominees,  and not
TPG -Axon, will serve on the board of directors  if elected .  Also explain in the disclosure
why TPG -Axon’s experience in controlling or running an operating company  is relevant
to a stockholder ’s voting decision regarding th e removal of the Company ’s directors  and
their replacement with TPG -Axon  Group  Nominees .

5. Revise the disclosure to describe the strategic plan referenced at the top of page 5 and
explain why the Company believes it will deliver long -term value to stockholders.

6. Refer to the fifth bullet point on the top of page 5.   Revise the disclosure to explain why
the vesting of restricted shares would “jeopardize the Company ’s ability to retain its
management and operating personnel .” It is unclear if this statement  is suggesting key
management and operating personnel would voluntarily terminate their employment with
the Compa ny following a c hange of control or only that the Company would have to
create other incentives to retain such individuals.

The TPG -Axon Consent Solicitation is an attempt …, page 5

7. Refer to the last sentence of the second bullet point in this section.   Please revise the
disclosure to support the statement  that the TPG -Axon  Group  “may have different
interests from, and [sic] in conflict with, the best interests of all of the Company ’s
stockholders ” given that (i) the group includes the TPG -Axon Group Nominees, who,
according to TPG -Axon’s consent statement, will all be considered independent director s
of the Company under the Company ’s Corporate Governance Guidelines, under
applicable NASDAQ rules and unde r Item 407(a) of Regulation S -K, (ii) six of the seven

Scott F. Smith , Esq.
Covington & Burling LLP
January 4, 2013
Page 3

 nominees do not currently have or have ever had any business or financial ties to TPG -
Axon or any of its affiliated funds  and (iii)  all of the nominees are subject to the same
fiduciary duties under Delaware General Corporation Law  as the current Company ’s
directors .

8. Refer to our preceding comment and the fourth bullet point in this section.  Please revise
the last sentence  to indica te that the TPG -Axon Group Nominees, and not TPG -Axon,
will serve on the b oard of directors , if elected,  and explain  why TPG -Axon’s experience
in controlling or running  an operating company is relevant to a stockholder ’s voting
decision regarding th e removal of the Company ’s directors  and their replacement with
TPG -Axon  Group  Nominees .

The Board believes that the TPG -Axon Group Nomine es are not in a position …, page 6

9. Refer to the third  bullet point in this section.   Please revise the disclosure to support the
statement  that the TPG -Axon  Group  “has no duty to act in the best interests of the
Company ’s stockhol ders” given that (i) the group includes the TPG -Axon Group
Nominees, who, according to TPG -Axon’s consent statement, will all be considered
independent director s of the Company under the Company ’s Corporate Governance
Guidelines, under applicable NASDAQ rules and unde r Item 407(a) of Regulation S -K,
(ii) six of the seven  nominees do not currently have or have ever had any business or
financial ties to TPG -Axon or any of its affiliated funds  and (iii)  all of the nominees are
subject to the same fiduciary duties under Delaware General Corporation Law  as the
current Company  directors . If the Company intended to refer to TPG -Axon as opposed to
the TPG -Axon Group, please revise the disclosure to explain why TPG -Axon’s lack of
“duty to act in the best interests of the Company ’s stockholders ” is relevant to this
section’s subheading or relevant to a stockholder ’s voting decision with respect to the
TPG -Axon Group Nominees , who do have such duties .

The approval of the TPG -Axon Consent Proposals …, page 7

10. Refer to the second bullet point  in this section .  Revise the  disclosure to clarify what is
meant by the phrase “potential mandatory ” refinancing.  How is this different than
“mandatory refinancing? ”  Does a possibility exist that the creditors would not require
refinancing upon a change of control? If so,  under what circumst ances  would refinancing
not be required ?

11. Refer to the third bullet point  in this se ction.  Quantify the “significant cash payments ”
and disclos e whether such payments are material .  If so, please explain  why the Company
considers the amount s material .

12. Refer to the last bullet point in this section.  Revise to explain why this last point is a
reason to reject  the TPG -Axon consent proposals.

Scott F. Smith , Esq.
Covington & Burling LLP
January 4, 2013
Page 4

 When Should  I return my Consent Revocation Card? Page 11

13. Revise this section to specify  the date by which consents must be received in order to be
counted.

Effectiveness of the Consents , page 1 2

14. Revise this section to specify  the date by which consents must be received in order to be
counted.

Solicitation of Consent Revocations, page 13

15. Please be advised that all written soliciting materials, including any e -mails or scripts to
be used in soliciting consents must be filed under cover of Schedule 14A on the d ate of
first use.  Refer to Rules 14a -6(b) and (c).  Please confirm your understanding.

* * *

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 adequ acy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the Company
acknowledging that:

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or ch anges to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions