Page 2 of 3 – SEC Filing
SCHEDULE 13D
The Schedule 13D filed with the Securities and Exchange Commission on November 22, 2017, as previously amended (the “Schedule 13D”), by High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners Master Fund LP, Icahn Offshore LP, Icahn Partners LP, Icahn Onshore LP, Icahn Capital LP, IPH GP LLC, Icahn Enterprises Holdings L.P., Icahn Enterprises G.P. Inc., Beckton Corp. and Carl C. Icahn (collectively, the “Reporting Persons”), with respect to the shares of common stock, par value $0.001 per share (“Shares”), of Sandridge Energy, Inc. (the “Issuer”), is hereby further amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following paragraphs at the end thereof:
On March 19, 2018, the Issuer announced that it will undertake a formal process to evaluate strategic alternatives (the “Process”).
The Reporting Persons have grave concerns about the Process and have had discussions imparting such concerns to the Issuer. Specifically, the Reporting Persons believe that the Process – if overseen by the Issuer’s current board of directors, who have a history of making poor decisions on behalf of stockholders (which the Reporting Persons intend to detail for stockholders over the course of the next few months) – is likely to be value destructive.
As a result of these concerns, on April 4, 2018, the Reporting Persons informed the Issuer that they intend to nominate for election to the Issuer’s board of directors at the 2018 annual meeting of stockholders a full slate of candidates that would publicly commit to run – in a fair and timely manner – its own formal process to evaluate strategic alternatives, which would include a commitment to submit the highest and best offer to a vote of the Issuer’s stockholders. In that case, the Reporting Persons believe they would, after conducting due diligence, be willing to make an all-cash offer that would allow the Issuer’s stockholders the choice to monetize their investment or continue on as stockholders of the Issuer. However, obviously if the new board were presented with a higher offer from another party, and the Reporting Persons did not top it, that offer would be presented to stockholders.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS OF SANDRIDGE ENERGY, INC. IN CONNECTION WITH THE 2018 ANNUAL MEETING OF STOCKHOLDERS OF SANDRIDGE ENERGY, INC. (THE “ANNUAL MEETING”) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY RELATED TO THE ANNUAL MEETING WILL BE MAILED TO STOCKHOLDERS OF SANDRIDGE ENERGY, INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV.
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