Onshore producer SandRidge Energy Inc., buffeted by bankruptcy, squelched expansion plans and unsolicited takeovers, said Monday it now welcomes input on which direction to take, including any by the largest shareholder, Carl Icahn.
Icahn Capital, one of Carl Icahn’s largest investment vehicles, last week disclosed in a U.S. Securities and Exchange Commission filing that it intended to nominate an entirely new board because a strategic review now underway “is likely to be value destructive.”
SandRidge emerged from bankruptcy in 2016, and last November it set its cap to purchase onshore producer Bonanza Creek Energy Inc.
Icahn, who already was a shareholder, swooped in, upped his stake in SandRidge to 13.5%, giving him the biggest voice. He also criticized the Bonanza Creek merger, calling it “nonsensical,” and he questioned management’s justifications.
SandRidge in late December then scuttled the merger.
Two months later, SandRidge became the prey, in an unsolicited merger offer by Midstates Petroleum Co. Inc. Days later, SandRidge fired CEO James Bennett and CFO Julian Bott and appointed independent director Bill Griffin to lead the company.
In March, SandRidge rejected the Midstates offer, but it noted that a strategic review was underway.
In responding to Icahn’s latest filing, SandRidge management on Monday said shareholders are given “significant input over matters such as board composition and to implement desired changes through a vote of all shareholders. Consistent with this philosophy, SandRidge welcomes shareholder input and will review all qualified candidates for nomination to the board of directors.”
The company said it has offered Icahn Capital “on more than one occasion, the opportunity to submit qualified, independent candidates for the board's consideration. None have been put forth.”
If Icahn wanted to nominate candidates, the board said each person would be reviewed, followed by a recommendation to the shareholders.
“Since our extensive, in person discussions with many large shareholders last December and January, the SandRidge board has made changes to the company's leadership team, modified and clarified our strategic objectives, implemented a focused capital program with moderate outspend and committed to reducing general and administrative cash expenses by one-third,” the company said.
The formal process to evaluate strategic alternatives “may include divestment or joint venture opportunities” associated with the North Park Basin assets in Colorado “and potential corporate and asset combination options with other companies.”
SandRidge also plans to “evaluate credible offers to acquire the company, including offers from Icahn Capital, and will pursue options that maximize shareholder value.”
To date, Icahn Capital has rejected an offer to participate in the process “on the same fair basis as other interested parties,” SandRidge management noted. However, the company said it remained committed to conducting a “thorough and impartial strategic review process that is in the best interest of all shareholders.”
The Oklahoma City-based independent at the end of 2017 had proved reserves of 178 million boe, mostly concentrated in Oklahoma and Colorado. Most production today is generated from the Mississippian Lime formation across 360,000 net acres in Oklahoma and Kansas. The company’s activity is focused on the Meramec formation in Oklahoma and the Niobrara formation across 125,000 net acres in North Park.