SEC Comment Letter for SANDRIDGE ENERGY INC (SD) (CIK 0001349436) (SD) — Jan 17, 2013
SANDRIDGE ENERGY INC (SD) (CIK 0001349436)
Date: Jan. 17, 2013 · CIK: 0001349436 · Accession: 0000000000-13-003056
AI Filing Summary & Sentiment
Reasoning
Letter
January 17, 201 3 Via E -mail Scott F. Smith , Esq. Covington & Burling LLP 620 Eighth Avenue New York, NY 10018 -1405
Re: SandRidge Energy, Inc. Revised Preliminary Consent Revocation Statement on Schedule 14A Filed January 15, 201 3 File No. 001 -33784
Dear Mr. Smith :
We have reviewed the above filing and related response letter and have the following additional comment .
The removal and replacement of a majority of the Board …, page 8
1. We note the revised disclosure added in response to prior comment 3 . Notwithstanding the first sentence of the first bullet point of this section , the second paragraph as currently written implies that the election of the TPG -Axon Group Nominees would essentially cause a material adverse effect resulting from the Company ’s obligation to refinance up to $4.3 billion of the Company ’s senior notes. However, it appears that it is within the Board’s complete discretion to avoid the Company incur ring such obligation, simply by approving any TPG -Axon Group Nominees who may be duly elected to the Board by stockholders. P lease supplement the disclosure to make this point more clear . Also disclose the factors that the Board would consider in making its good faith determination that the election of one or more of the TPG -Axon Group Nominees would not be materially adverse to the interests of the Company o r its stockholders and whether the board would consider as part of such determination the “extre me, risk y and unnecessary financial burden ” to the Company resulting fro m the board ’s disapproval of such nominees and the related event of default and refinancing obligation .
When should I return my Consent Revocation Card? Page 13
2. Please update this section and the section entitled “Effectiveness of Consents ” to disclose the date by which valid, unrevoked consents signed by the holders of a majority of the shares of the Common Stock outstanding as of the Record Date must be delivered to the Company in order for the TPG -Axon Consent Proposals to become effective .
* * *
Scott F. Smith , Esq. Covington & Burling LLP January 17, 2013 Page 2
Please contact me at (202) 551 -3444 with any questions.
Sincerely,
/s/ Perry J. Hindin
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January 17, 201 3 Via E -mail Scott F. Smith , Esq. Covington & Burling LLP 620 Eighth Avenue New York, NY 10018 -1405 Re: SandRidge Energy, Inc. Revised Preliminary Consent Revocation Statement on Schedule 14A Filed January 15, 201 3 File No. 001 -33784 Dear Mr. Smith : We have reviewed the above filing and related response letter and have the following additional comment . The removal and replacement of a majority of the Board …, page 8 1. We note the revised disclosure added in response to prior comment 3 . Notwithstanding the first sentence of the first bullet point of this section , the second paragraph as currently written implies that the election of the TPG -Axon Group Nominees would essentially cause a material adverse effect resulting from the Company ’s obligation to refinance up to $4.3 billion of the Company ’s senior notes. However, it appears that it is within the Board’s complete discretion to avoid the Company incur ring such obligation, simply by approving any TPG -Axon Group Nominees who may be duly elected to the Board by stockholders. P lease supplement the disclosure to make this point more clear . Also disclose the factors that the Board would consider in making its good faith determination that the election of one or more of the TPG -Axon Group Nominees would not be materially adverse to the interests of the Company o r its stockholders and whether the board would consider as part of such determination the “extre me, risk y and unnecessary financial burden ” to the Company resulting fro m the board ’s disapproval of such nominees and the related event of default and refinancing obligation . When should I return my Consent Revocation Card? Page 13 2. Please update this section and the section entitled “Effectiveness of Consents ” to disclose the date by which valid, unrevoked consents signed by the holders of a majority of the shares of the Common Stock outstanding as of the Record Date must be delivered to the Company in order for the TPG -Axon Consent Proposals to become effective . * * * Scott F. Smith , Esq. Covington & Burling LLP January 17, 2013 Page 2 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