Shale Daily / NGI All News Access

Battle for SandRidge Board of Directors Renewed

The war of words between Oklahoma City-based SandRidge Energy Inc. and hedge fund TPG-Axon Capital, one of the exploration and production (E&P) company's largest investors, was renewed this week, with both sides appealing to SandRidge shareholders for support.

On Tuesday TPG-Axon alleged that a company controlled by SandRidge CEO Tom Ward's children controls roughly 475,000 acres in the Mississippian Lime formation near SandRidge operations. That acreage count would make the private investment company, WCT Resources, the fifth largest E&P company in the Mississippian, according to TPG-Axon, which said it is "concerned" with the scale of WCT's involvement in the play and by the "suspicious timing" of WCT's land purchases.

"TPG-Axon believes the adjacent land WCT Resources acquired could be worth billions of dollars if SandRidge's efforts to build infrastructure and 'prove out' acreage in the Mississippian are successful," the hedge fund said. TPG-Axon called on shareholders to approve its previous proposals to replace SandRidge's entire board of directors with its own slate of nominees.

SandRidge and Egan-Jones Proxy Services, meanwhile, are lobbying for shareholders to reject TPG-Axon's nominees.

In a statement issued by SandRidge Tuesday, the proxy service said voting against the hedge fund has "provided no specific plans and no substantive new ideas or valid reasons to change the company's strategic direction that will enhance the company's stockholder value." According to Egan-Jones, SandRidge "has made strides in addressing financial difficulties, primarily by taking a number of initiatives to improve liquidity and the overall financial strength of the company." The largest of those strides was SandRidge's decision last year to sell its Permian Basin portfolio for $2.6 billion in cash to privately held Sheridan Production Partners II, Egan Jones said -- a move TPG-Axon has cited as one of the reasons it wants to revamp SandRidge's leadership (see Shale Daily, Dec. 21, 2012).

SandRidge issued a letter Wednesday urging shareholders to reject TPG-Axon's "false and misleading campaign" to replace the board of directors. The board "has found no evidence of wrongdoing" regarding SandRidge's transactions with WCT Resources, which "is an independent company -- no person affiliated with SandRidge has any control over WCT Resources activities," according to the letter. And the board "has taken decisive steps over the last few years to transition the company to an oil focused producer with a leading position in the Mississippian play -- among the most profitable basins in the U.S."

In November TPG-Axon called for SandRidge to replace Ward, realign its board of directors and consider the possible sale of the company. In December TPG-Axon called for the replacement of SandRidge's entire board of directors (see Shale Daily, Dec. 27, 2012). The hedge fund, which owns more than 4.5% of outstanding SandRidge shares, has said it invested in the company because "the stock represents extraordinary value," with a $12-14/share range "realistic and achievable." But SandRidge stock "has been a disastrous performer," declining 76% from its initial public offering five years ago, TPG-Axon said.

SandRidge last year adopted a rights plan to counter any offers to take over the company that management deems to be unfair to investors. The company said the rights plan was "designed to assure that all of SandRidge's stockholders receive fair and equal treatment in the event of any proposed takeover of the company, to guard against tactics to gain control of SandRidge without paying all stockholders a premium for that control, and to enable all of SandRidge's stockholders to realize the long-term value of their investment in the company." Under the rights plan, SandRidge will make a distribution of one preferred share purchase right for each outstanding share of common stock of the company to stockholders of record on Nov. 29, 2012. The rights generally will become exercisable only if a person or group acquires beneficial ownership of 10% or more of SandRidge common stock.

In November SandRidge announced a 3Q2012 net loss applicable to common stockholders of $184 million (minus 39 cents/share), compared with net income of $561 million ($1.16/share) in 3Q2011. The company is scheduled to release its 4Q2012 and full-year 2012 financial and operational results after the close of trading on Feb. 28.

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