SandRidge Energy Sends Letter to Shareholders
SandRidge Energy Sends Letter to Shareholders
SandRidge Board Strongly Recommends Shareholders Vote "FOR" all Five Highly-Qualified SandRidge Directors Plus Two Independent Nominees from Icahn Capital
OKLAHOMA CITY, May 15, 2018 /PRNewswire/ -- SandRidge Energy, Inc. ("SandRidge" or the "Company") (NYSE: SD) today announced that it has sent a letter to shareholders regarding the Company's 2018 Annual Meeting of Shareholders to be held on June 19, 2018. The Company also announced that it has filed definitive proxy materials with the Securities and Exchange Commission in connection with the Annual Meeting, in which SandRidge shareholders of record as of the close of business on April 20, 2018 will be entitled to vote.
The SandRidge Board of Directors strongly recommends that shareholders vote on the WHITE proxy card "FOR" all five of SandRidge's highly-qualified directors: Sylvia K. Barnes, Kenneth H. Beer, Michael L. Bennett, William M. Griffin and David J. Kornder. The Board also recommends that shareholders vote "FOR" the addition of only two independent directors proposed by Icahn Capital. The Board has already carefully vetted and offered to appoint John J. "Jack" Lipinski and Randolph C. Read as directors in connection with a settlement proposal that Icahn Capital refused.
The Board also recommends shareholders vote "FOR" the ratification of the continuation of the short-term shareholder rights plan through November 26, 2018 to protect shareholders from unfair, abusive or coercive takeover strategies, including acquisition of control without payment of an adequate premium, while the Board continues its review of strategic alternatives to maximize shareholder value.
Included below is the full text of the letter.
Dear Fellow SandRidge Shareholders:
As a SandRidge Energy shareholder, you face an important decision at the June 19, 2018 Annual Meeting:
We recommend you vote on the We recommend you DO NOT vote on the
WHITE proxy card to... GOLD proxy card to...
ELECT BOARD ELECT ICAHN CAPITAL
NOMINEES WHO ARE: NOMINEES WHO ARE:
Independent
Dominated by Icahn Capital Employees
Demonstrably Responsive to OR
Inherently Biased Towards a Single Outcome
Shareholder Concerns
Experienced in Our Industry
Largely Inexperienced in Our Industry
Committed to Maximizing Value
for
Intent On Side-Stepping the
All Shareholders Company's Ongoing Strategic Process
---------------- -----------------------------------
The SandRidge Board believes the decision to elect an independent Board and maximize shareholder value is the only logical choice.
YOUR BOARD RECOMMENDS THE FOLLOWING ACTIONS TO
MAXIMIZE SHAREHOLDER VALUE AND RETAIN CONTROL OF
YOUR INVESTMENT
Vote "FOR" existing directors: Sylvia K. Barnes,
Kenneth H. Beer, Michael L. Bennett, William M.
Griffin and David J. Kornder.
Vote "FOR" the
addition of only two new independent directors
proposed by Icahn Capital - the Board has already
carefully vetted and offered to have John J.
"Jack" Lipinski and Randolph C. Read join as
directors.
Vote "FOR" the ratification of the
continuation of the short-term shareholder
rights plan through November 26, 2018 to protect
shareholders from unfair, abusive or coercive
takeover strategies, including acquisition of
control without payment of an adequate premium,
while the Board continues its review of strategic
alternatives to maximize shareholder value.
DO
NOT support nominees employed, or recently
employed, by Icahn Capital - Jonathan
Christodoro, Jonathan Frates and Nicholas
Graziano.
DO NOT turn control of the Board over
to Icahn Capital's seven nominees.
--------------------------------------------------
What is at Stake
The SandRidge Board is committed to a thorough and impartial strategic review process.
On March 19, 2018, the Board commenced a review of strategic alternatives to maximize shareholder value. Such alternatives may include divestment or joint venture opportunities associated with our North Park Basin assets and potential corporate and asset combination options with other companies. SandRidge will also evaluate any credible acquisition offers. The Board remains committed to conducting a thorough and impartial strategic review process that seeks to maximize shareholder value and is in the best interest of all shareholders.
Icahn Capital is seeking to gain control of SandRidge without paying an appropriate premium or participating in a competitive process.
Icahn Capital has made clear its desire to acquire SandRidge. Icahn Capital has stated that it "would, after conducting due diligence, be willing to make an all-cash offer" to allow the Company's shareholders to monetize their investment. Rather than competing fairly with other potential counterparties in the thorough and even-handed process being conducted by the SandRidge Board, Icahn Capital has nominated for election a full slate of seven candidates, including two who work directly for Icahn Capital and one recent former employee (the "Icahn Nominees"), to sidestep the ongoing impartial process. If elected, the Icahn Nominees would ostensibly take over the process to evaluate strategic alternatives.
In reality, the election of the Icahn Nominees would end the impartial process, drive away competition and position Icahn Capital to consolidate control as cheaply as possible.
Shareholders would be disadvantaged by a process led by a Board the majority of which consist of the Icahn Nominees because of the distraction and delay caused by their lack of familiarity and limited experience in the upstream oil and gas sector. Worse, a process led by such a Board, in our view, would likely have a chilling effect on the participation of potential counterparties because such a process would be rigged in favor of Icahn Capital, either in perception or reality. For this reason, we believe that otherwise interested third parties will be unwilling to incur the time, cost and expense of participating in a process controlled by Icahn Capital.
Therefore, we believe a process overseen by the current Board has the highest likelihood of maximizing shareholder value relative to an Icahn Nominee-run process.
Our Nominees Are Highly Qualified and Experienced in Our Industry
SandRidge shareholders have the opportunity to elect seven directors at the upcoming Annual Meeting. The Company recommends shareholders vote "FOR" five existing directors: Sylvia K. Barnes, Kenneth H. Beer, Michael L. Bennett, William M. Griffin and David J. Kornder. As set forth below, these directors, have a strong track record in the energy, finance and private equity spaces, with professional experience ranging from 25-40 years per Board member, and all have public company experience.
Our nominees also have experience conducting strategic alternatives processes, and four of our five directors have significant experience in leading strategic sales processes.
SandRidge Directors Independence Additional Information
(Principal Occupation)
=====================
Sylvia K. Barnes Ms. Barnes has over thirty years of
oil & gas finance experience and a
background in engineering. Her
qualifications to serve on the
Board include her extensive
financial analysis and transaction
experience and knowledge of the
oil & gas industry. Ms. Barnes'
experience provides her with
valuable insights into corporate
strategy, capital allocation,
equity and debt financing and the
assessment and management of risks
faced by energy companies. See
page 29 of our proxy statement for
more details.
Principal and owner of Independent (director since 2018)
Tanda Resources LLC
Age: 61
-------
Kenneth H. Beer Mr. Beer's nearly forty years of
financial analysis, transactional
and managerial experience, as well
as his knowledge of the oil & gas
industry, service on other public
company boards and his background
in overseeing public company
financial management and reporting
qualify him to serve on the Board.
See page 30 of our proxy statement
for more details.
EVP and CFO, Stone Independent (director since 2018)
Energy Corporation
Age: 60
-------
Mr. M. Bennett's forty plus years
of technical and managerial
experience in the petrochemical
industry, senior management
experience, his service on other
public company boards and his
background in overseeing public
company financial management and
reporting qualify him to serve on
the Board. See page 31 of our
Michael L. Bennett proxy statement for more details.
President and CEO, Independent (director since 2016)
Terra Industries, Inc.
(retired)
Age: 64
-------
William M. Griffin, Jr. Previously independent (director Mr. B. Griffin's thirty-seven
since 2016) years of technical and leadership
experience with active public and
privately owned upstream energy
organizations, along with his
demonstrated ability to
effectively manage exploration and
production businesses while
improving profitability and
generating value growth through
organic asset development and
acquisitions qualify him to serve
on the Board. See page 31 of our
proxy statement for more details.
Interim President and
CEO, of SandRidge
Energy, Inc.
Age: 58
-------
David J. Kornder Mr. Kornder's twenty-five years of
experience in the energy industry,
senior management experience in
the upstream oil and gas sector
through various commodity cycles,
his prior service on other public
and private company boards, his
background in energy-focused
investing and capital raising
activities and his background in
overseeing public company
financial management and reporting
qualify him to serve on the Board.
See page 32 of our proxy statement
Independent (director since 2016) for more details.
Co-founder and Managing Director,
Sequel Energy Group LLC
Age: 57
-------
We Believe Two Additional Independent Directors Would Be Additive to Our Board
The Board believes that the addition of two new directors who are independent of both management and Icahn Capital can benefit the Company. The Board determined that increasing the size of the Board to seven would allow for additional independent directors to assist in the Board's impartial review of strategic alternatives and add a fresh perspective. The Board also decided to use a universal proxy card at this year's annual meeting to enable shareholders to cast votes for any director nominee on a single card, regardless of who nominated them.
However, the Board believes that the majority of the directors must be well versed in the Company, its operations, assets and industry to credibly evaluate the variety of options that could emerge and effectively complete the strategic alternatives process. As such, shareholders are encouraged to support only two of Icahn Capital's independent nominees. Shareholders should also note that the Board carefully evaluated and offered to appoint Jack Lipinski and Randolph Read to the Board in connection with a settlement offer that Icahn Capital refused. We have not had the opportunity to fully evaluate Ms. Dunlap or Mr. Christodoro given the timing of their nominations, but based on a review of the Icahn Capital nomination materials, it appears that neither has relevant exploration and production industry experience and only Ms. Dunlap could be considered independent.
Icahn
Capital
Nominees Independence Additional Information
(Principal
Occupation)
===========
John J. "Jack" Lipinski Mr. Lipinski has more than forty
years of experience in the
petroleum refining and nitrogen
fertilizer industries, including
extensive experience in the role
of public company president and
CEO, and has served on public and
private company boards. See page
D-3 of our proxy statement for
more details.
CEO and President and a Director of CVR Energy SandRidge offered to appoint Mr.
Lipinski in a settlement proposal
rejected by Icahn Capital.
Independent
Age: 67
-------
Randolph Mr. Read has extensive leadership
C. experience in a variety of
Read industries and has served on
public and private company
boards. See page D-3 of our
proxy statement for more
details.
President SandRidge offered to appoint Mr.
and Read in a settlement proposal
CEO rejected by Icahn Capital.
of
Nevada
Strategic
Credit
Investments
Independent
Age:
65
---
Bob G. Alexander Mr. Alexander has more than forty
years of experience in the
exploration and production and
oil and gas property management
industries, including extensive
CEO and M&A experience, as well
as service on public company
boards and numerous industry
committees. See page D-1 of our
proxy statement for more
details.
Director of CVR Energy
Independent
Age: 84
-------
Ms. Dunlap has experience
overseeing the personal
investment and legal affairs of
the family of former New Jersey
Governor and United States
Senator Jon S. Corzine, before
which she served as an attorney
focused on commercial real
estate transactions. See page D-
2 of the proxy statement for
Nancy Dunlap Independence more details.
Private Counsel and head of the family office of former New Jersey Governor and Senator Jon S. Corzine
Under Review
Age: 65
-------
Turning Board Control Over to Icahn Capital is Not in Shareholders' Best Interest
Icahn Capital has nominated for election to the Board two of its current employees and one recent former employee. These candidates lack independence and would present inherent conflicts given Icahn Capital's desire to acquire SandRidge. Combined with their lack of familiarity and experience with the upstream oil and gas sector, a process led by the Icahn Nominees would likely have a chilling effect on participation by potential counterparties to strategic alternatives.
Additional
Icahn
Capital
Nominees Independence Additional Information
(Principal
Occupation)
===========
Jonathan Based on a review of Icahn
Christodoro Capital's nomination materials,
Mr. Christodoro joined the board
of an exploration and production
company only as a representative
of Icahn Capital in the context of
a settlement. See page D-1 of our
proxy statement for more details.
Private
Investor;
Former
Managing
Director
of
Icahn
Capital
LP
Not Independent
Age:
42
----
Jonathan Based on a review of Icahn
Frates Capital's nomination materials,
Mr. Frates has very limited
experience in the exploration and
production industry. See page D-2
of our proxy statement for more
details.
Associate
at
Icahn
Enterprises
L.P.
Not Independent
Age:
35
----
Nicholas Based on a review of Icahn
Graziano Capital's nomination materials,
Mr. Graziano has very limited
experience in the exploration and
production industry. See page D-2
of our proxy statement for more
details.
Portfolio
Manager
of
Icahn
Capital
Not Independent
Age:
46
----
The SandRidge Board Is Committed to Full Accountability
The Board is fully accountable and responsive to shareholders. In light of the feedback received from extensive discussions with our largest shareholders in December 2017 and January 2018, the Board took clear and decisive action:
-- Committed the Company to a new strategic direction;
-- Implemented a management transition plan to replace the Company's
President and Chief Executive Officer and Chief Financial Officer; and
-- Dramatically reduced the Company's general and administrative expenses.
Further, as detailed in the enclosed proxy statement, the Board is committed to shareholder-centric governance and, in 2017, fully revamped the Company's executive compensation program to reflect input from its shareholders.
Short-Term Rights Plan Is Critical to Protecting Shareholder Interests
Last fall, the Board implemented a short-term shareholder rights plan to encourage the fair and equal treatment of all shareholders by resisting abusive or coercive take-over initiatives absent an appropriate premium. The short-term rights plan will expire unless ratified by shareholders at the Annual Meeting. In light of the Board's commitment to leading a thorough and impartial strategic review process, and taking into consideration the ongoing efforts of Icahn Capital to potentially bias or preempt that process, the Board believes it is in the best interest of shareholders to extend the short-term rights plan. In the absence of the short-term rights plan, Icahn Capital will be able, alone or in concert with others, to acquire creeping control of the Company, or at least a sufficient number of shares to discourage potential counterparties from participating in the strategic alternatives process.
If shareholders choose to extend the short-term rights plan, it will continue in effect until November 26, 2018, at which time it will expire by its terms. The Company believes that this allows for sufficient time to complete the strategic alternatives evaluation prior to the expiration of the short-term rights plan.
Your Vote is Important - Please Sign and Send the White Proxy Card Today
We strongly urge you vote for the entire slate of five highly-qualified and experienced current SandRidge director nominees and two additional fully-independent nominees, as well as vote for the ratification of the short-term rights plan.
Your vote is very important - no matter how many shares you own. Support your Board by voting the WHITE proxy card TODAY. Please follow the instructions on the enclosed WHITE proxy card to vote by telephone or Internet or sign, date and return the enclosed WHITE proxy card in the postage-paid envelope provided.
As we look forward, we are enthusiastic about the opportunities to maximize shareholder value for all Company shareholders while we continue to execute on our business objectives. We are committed to acting in the best interests of the Company and its shareholders. Thank you for your investment.
Sincerely,
Sylvia K. Barnes, Independent Director
Kenneth H. Beer, Independent Director
Michael L. Bennett, Chairman of the Board
William M. Griffin, Jr., Director and Interim President and Chief Executive Officer
David J. Kornder, Independent Director
If you have any questions or require assistance with voting your WHITE
proxy card, please call MacKenzie Partners at the phone numbers listed
below:
MACKENZIE PARTNERS, INC.
1407 Broadway
New York, New York 10018
(212) 929-5500 (Call Collect)
or
Call Toll-Free (800) 322-2885
Email: sandridge@mackenziepartners.com
--------------------------------------
About SandRidge Energy, Inc.
SandRidge Energy, Inc. (NYSE: SD) is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma with its principal focus on developing high-return, growth oriented projects in Oklahoma and Colorado. The majority of the Company's production is generated from the Mississippi Lime formation in Oklahoma and Kansas. Development activity is currently focused on the Meramec formation in the NW STACK Play in Oklahoma and multiple oil rich Niobrara benches in the North Park Basin in Colorado.
Important Additional Information
SandRidge, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company's shareholders in connection with the Company's 2018 Annual Meeting of Shareholders (the "2018 Annual Meeting"). The Company has filed a definitive proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies from the Company's shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE COMPANY'S DEFINITIVE PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information regarding the ownership of the Company's directors and executive officers in Company common stock and restricted stock is included in the Company's SEC filings on Forms 3, 4 and 5, which can be found through the Company's website www.sandridgeenergy.com in the section "Investor Relations" or through the SEC's website at www.sec.gov. Information can also be found in the Company's other SEC filings, including the definitive proxy statement, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and other materials to be filed with the SEC in connection with the 2018 Annual Meeting. Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC's website at www.sec.gov. Copies will also be available at no charge at the Company's website at www.sandridgeenergy.com in the section "Investor Relations."
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements concerning our expectations for future performance, including statements regarding the exploration of strategic alternatives, the pursuit of options that maximize shareholder value and the consideration of candidates for nomination to SandRidge's Board of Directors. These "forward-looking statements" are based on currently available information, operating plans and projections about future events and trends. They inherently involve risks and uncertainties that could cause actual results to differ materially from those predicted in such forward looking statements. Such risks and uncertainties include, but are not limited to: uncertain outcome, impact, effects and results of SandRidge's exploration of strategic alternatives; and any changes in general economic or industry specific conditions. SandRidge cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in SandRidge's public filings with the SEC, which are available at the SEC's website at www.sec.gov. Each forward-looking statement speaks only as of the date of the particular statement, and SandRidge undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.
Investor Contact:
Johna Robinson
Investor Relations
SandRidge Energy, Inc.
123 Robert S. Kerr Avenue Oklahoma City, OK 73102
+1 (405) 429-5515
MacKenzie Partners, Inc.
Dan Burch, +1 (212) 929-5748, dburch@mackenziepartners.com
Paul Schulman, +1 (212) 929-5364, pschulman@mackenziepartners.com
Media Contact:
SVC
Bryan Locke, +1 (312) 895-4700, blocke@sardverb.com
Kelly Kimberly, +1 (832) 680-5120, kkimberly@sardverb.com
View original content with multimedia:http://www.prnewswire.com/news-releases/sandridge-energy-sends-letter-to-shareholders-300648259.html
SOURCE SandRidge Energy, Inc.
