13D Filing: Fir Tree and Sandridge Energy Inc (SD)

Exhibit B

Fir Tree Board Letter

 

Fir Tree Partners Issues Open Letter to the
SandRidge Board Opposing Additional Stock Issuance to Acquire Bonanza Creek Energy

Reiterates Strong Opposition to Bonanza
Acquisition

NEW YORK (December 18, 2017) – Fir Tree Partners (“Fir
Tree”), manager of certain funds that together beneficially own, through common stock and warrants, approximately 8.2% of
the common stock of SandRidge Energy, Inc. (“SandRidge”), today issued an open letter to the Board of Directors of
SandRidge reiterating its strong opposition to SandRidge’s proposed acquisition of Bonanza Creek Energy, Inc. (“Bonanza”)
and voicing its support for the position of Icahn Capital LP laid out in its Proxy Statement that the Company should NOT issue
more shares of common stock in connection with such a transaction. The full text of the letter follows:

Dear Members of the Board of Directors:

As one of SandRidge’s largest
shareholders, we are writing to reiterate our strong disapproval over the decision of the Company’s Board of Directors (the “Board”)
to acquire Bonanza Creek Energy, Inc. by issuing a considerable amount of undervalued Company common stock (the “Stock Issuance”).

As you are no doubt aware,
a fund managed by Icahn Capital LP (“Icahn Capital”) has filed a preliminary proxy statement urging shareholders to
vote “AGAINST” the Stock Issuance (the “Proxy”).

Fir Tree has Independently
Reached the Same Conclusion as Icahn Capital and Strongly Supports the Position Laid Out in Icahn Capital’s Proxy: The Proposed
Share Issuance to Finance the Bonanza Acquisition is Dilutive, Non-Strategic and Significantly Over-values Bonanza.

As we have noted previously,
the Bonanza acquisition represents a complete about face by management of its disciplined post bankruptcy strategy and would be
extremely destructive to shareholder value:

●

The acquisition’s proposed purchase price implies an unjustified premium to SandRidge’s current valuation;

●

The acquisition presents no obvious synergies between SandRidge and Bonanza’s assets;

●

The proposed purchase price constitutes more than a 75% premium to the $421 million valuation established when Bonanza creditors invested new capital just six months ago; and

●

The acquisition represents nonsensical empire building that echoes back to Sandridge’s descent into bankruptcy when this same management team acquired disparate assets and added leverage and costs with reckless abandon.

Strategically, one of the Board’s basic obligations to shareholders
is to make decisions that optimize long-term shareholder value. With zero net debt and approximately 200,000 acres and decades
of remaining inventory to exploit, we believe SandRidge would better position itself by returning capital to its shareholders and
growing production in a disciplined manner, not through pursuing this reckless transaction.