UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 15, 2009
(May 11, 2009)
SANDRIDGE ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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1-33784
(Commission File Number)
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20-8084793
(I.R.S. Employer
Identification No.) |
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123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma
(Address of Principal Executive Offices)
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73102
(Zip Code) |
Registrant’s Telephone Number, including Area Code: (405) 753-5500
Not Applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01–Entry into a Material Definitive Agreement.
On May 11, 2009, SandRidge Energy, Inc. (the “Company”), entered into a Purchase Agreement,
dated as of May 11, 2009 (the “Purchase Agreement”), among the Company, certain subsidiary
guarantors named therein (the “Guarantors”) and Barclays Capital Inc., Banc of America Securities
LLC, J.P. Morgan Securities Inc., RBC Capital Markets Corporation and RBS Securities Inc., as
representatives of the several initial purchasers, relating to the sale and issuance of
$365,500,000 in aggregate principal amount of the Company’s 9.875% senior unsecured notes due 2016
(the “Notes”). The Notes were sold at 95.773% of par to
yield 10.75% to maturity, resulting in gross proceeds to the Company
of $350,050,315.
On May 14, 2009, the Company entered into (i) an Indenture, dated as of May 14, 2009 (the
“Indenture”), among the Company, the Guarantors and Wells Fargo Bank, National Association, as
trustee (the “Trustee”) and (ii) a Registration Rights Agreement, dated May 14, 2009, among the
Company, the Guarantors and Barclays Capital Inc., Banc of America Securities LLC, J.P. Morgan
Securities Inc., RBC Capital Markets Corporation and RBS Securities Inc., as representatives of the
several initial purchasers, each relating to the Notes.
On May 14, 2009, the Notes were issued pursuant to the Indenture in a transaction exempt from
the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes were sold within the United States only to qualified institutional buyers in reliance on
Rule 144A under the Securities Act.
The Notes will mature on May 15, 2016, and interest is payable on the Notes on each May 15 and
November 15, commencing November 15, 2009.
At any time prior to May 15, 2013, the Company is entitled at its option to redeem some or all
of the Notes at a redemption price of 100%, plus the Applicable Premium (as defined in the
Indenture) and accrued and unpaid interest. On and after May 15, 2013, the Company may redeem some
or all of the Notes at redemption prices (expressed as percentages of principal amount) equal to
104.938% for the twelve-month period beginning on May 15, 2013, 102.469% for the twelve-month
period beginning May 15, 2014 and 100.00% beginning on June 1, 2015 and thereafter, plus accrued
and unpaid interest.
The Indenture restricts the Company’s ability and the ability of certain of its subsidiaries
to: (i) borrow money; (ii) pay distributions or dividends on equity or purchase, redeem or
otherwise acquire equity; (iii) make principal payments on, or purchase or redeem subordinated
indebtedness prior to any scheduled principal payment or maturity; (iv) make investments; (v) use
assets as collateral in other transactions; (vi) enter into sale and leaseback transactions;
(vii) sell certain assets or merge with or into other companies; (viii) enter into transactions
with affiliates; and (ix) engage in unrelated businesses. These covenants are subject to a number
of important exceptions and qualifications.
The Indenture provides that each of the following is an Event of Default: (i) default for
30 days in the payment when due of interest on the Notes; (ii) default in payment when due at
maturity, upon acceleration or redemption, of the principal on the Notes; (iii) failure by the
Company to comply with certain covenants relating to merger, consolidation or sale of assets;
(iv) failure by the Company to comply for 60 days after notice with any of the other agreements in
the Indenture; (v) there occurs with respect to any indebtedness of the Company or any Guarantor
having an outstanding principal amount of $50.0 million or more (a) an event of default which
results in such indebtedness being due and payable prior to its maturity or (b) failure to make a
principal, premium or interest payment when due and such defaulted payment is not made, waived or
extended within the applicable grace period, the result of which gives the holder of such
indebtedness the right to accelerate such indebtedness; (vi) failure by the Company, any Guarantor
or other significant subsidiary to pay final judgments aggregating in excess of $50.0 million,
which judgments are not paid, discharged or stayed for a period of 60 days; (vii) certain events of
bankruptcy or insolvency described in the Indenture with respect to the Company or any of the
Company’s significant subsidiaries; (viii) the Company or any of its significant subsidiaries
becomes unable or admits in writing its inability or fails generally to pay its debts as they
become due; and (ix) any Note guaranty ceases to be in full force and effect, other than in
accordance with the terms of the Indenture, or a Guarantor denies or disaffirms its obligations
under its Note guaranty. In the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and
payable immediately without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding
Notes may declare all the notes to be due and payable
immediately. The description above is qualified in its entirety by the Indenture, which is
filed as Exhibit 4.1 to this Current Report on Form 8-K.
Pursuant to the Registration Rights Agreement, unless the Notes are freely tradable pursuant
to Rule 144 under the Securities Act by the 366th day following the issue of the Notes,
the Company and the Guarantors will use their reasonable best efforts to file an exchange offer
registration statement with the SEC with respect to an offer to exchange the Notes for
substantially identical notes that are registered under the Securities Act. Under some
circumstances, in lieu of a registered exchange offer, the Company and the Guarantors have agreed
to file a shelf registration statement with respect to the Notes and to use their reasonable best
efforts to keep the shelf registration statement effective until the earlier of the period
specified in Rule 144 for the Notes to become unrestricted securities or the sale pursuant to the
shelf registration statement of all of the Notes registered thereunder. The Company and the
Guarantors are required to pay additional interest if they fail to comply with their obligations to
register the Notes within the specified time periods. The description above is qualified in its
entirety by the Registration Rights Agreement, which is filed as Exhibit 4.2 to this Current Report
on Form 8-K.
The initial purchasers and certain of their affiliates have provided and may in the future
provide financial advisory, investment banking and commercial banking services in the ordinary
course of business to the Company, the Guarantors and certain of the Company’s affiliates, for
which they receive customary fees and expense reimbursement. Affiliates of certain of the initial
purchasers are lenders under the Company’s senior credit
facility, which we partially repaid with the net proceeds from the
offering of the Notes.
Item 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03 of this Current Report on Form 8-K.
Item 8.01 – Other Events.
On May 11, 2009, the Company issued two press releases announcing the commencement of the
offering and pricing of the Notes. Copies of the Company’s press releases are filed as
Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference into
this Item 8.01.
The press releases shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state in which the offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of
any such state.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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4.1
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Indenture dated as of May 14, 2009 among SandRidge Energy, Inc. and the several guarantors
named therein, and Wells Fargo Bank, National Association, as trustee. |
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4.2
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Registration Rights Agreement dated as of May 14, 2009 among SandRidge Energy, Inc., the
several guarantors named therein and Barclays Capital Inc., Banc of America Securities LLC,
J.P. Morgan Securities Inc., RBC Capital Markets Corporation and RBS Securities Inc., as
representatives of the several initial purchasers. |
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99.1
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Press release dated May 11, 2009, announcing the commencement of the offering of the Notes. |
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99.2
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Press release dated May 11, 2009, announcing the pricing of the Notes. |