TPG-Axon, beneficial owners of 6.5% of the outstanding shares of SandRidge Energy, Inc. (NYSE: SD), sent a second letter today to SandRidge’s Board of Directors.
In the letter, TPG-Axon reiterated its desire to run a process to restructure or sell the Company, responds to SandRidge’s third quarter earnings announcement and provides greater detail on the market’s loss of confidence in management based on their poor strategy and structural challenges including staggering overhead costs.
TPG-Axon also notified SandRidge of its intent to conduct a consent solicitation of shareholders to amend the bylaws of SandRidge to:
- de-stagger the board of directors;
- provide that directors be removed with or without cause; and,
- remove and replace the current board of directors.
“We would emphasize and re-iterate that the time has come for change, and for a focus on delivering shareholder value,” said Dinakar Singh, founder and CEO of TPG-Axon. “We continue to believe that SandRidge stock is dramatically undervalued, and that a sensible restructuring or sale of the Company could provide dramatic upside for shareholders.”TPG-Axon is separately sending a formal request that SandRidge set a record date for this consent solicitation, and a demand to exercise TPG-Axon’s rights as shareholders to inspect the shareholder list. TPG-Axon has retained Mackenzie Partners Inc. to act on its behalf in the solicitation process. The full text of the letter is attached. About TPG-Axon Capital TPG-Axon Capital is a leading global investment firm. Through offices in New York, London, Hong Kong and Tokyo, TPG-Axon invests across global markets and asset classes. TPG-AXON MANAGEMENT LP, TPG-AXON PARTNERS GP, L.P., TPG-AXON GP, LLC, TPG-AXON PARTNERS, LP, TPG-AXON INTERNATIONAL, L.P., TPG-AXON INTERNATIONAL GP, LLC, DINAKAR SINGH LLC AND DINAKAR SINGH (COLLECTIVELY, “TPG-AXON”) INTEND TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD TO BE USED TO SOLICIT WRITTEN CONSENTS FROM THE STOCKHOLDERS OF SANDRIDGE ENERGY, INC. IN CONNECTION WITH TPG-AXON'S INTENT TO TAKE CORPORATE ACTION BY WRITTEN CONSENT. ALL STOCKHOLDERS OF SANDRIDGE ENERGY, INC. ARE ADVISED TO READ THE DEFINITIVE CONSENT STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF WRITTEN CONSENTS BY TPG-AXON AND ANY OTHER PARTICIPANTS AT SUCH TIME (COLLECTIVELY, THE "PARTICIPANTS") FROM THE STOCKHOLDERS OF SANDRIDGE ENERGY, INC., WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. WHEN COMPLETED, THE DEFINITIVE CONSENT STATEMENT AND FORM OF WRITTEN CONSENT WILL BE FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF SANDRIDGE ENERGY, INC. AND WILL, ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, TPG-AXON WILL PROVIDE COPIES OF THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD (WHEN AVAILABLE) WITHOUT CHARGE UPON REQUEST.