OKLAHOMA CITY, March 15, 2011 /PRNewswire/ -- SandRidge Energy, Inc. (NYSE: SD) (the "Company") today announced that it has received, as of 5:00 p.m., New York City time, on March 14, 2011 (the "Consent Expiration"), tenders and consents from holders of approximately 94.5% of the aggregate principal amount of its 8.625% Senior Notes due 2015 (the "Notes"), representing $614,224,000 of the Notes, in connection with its previously announced cash tender offer for the Notes and related solicitation of consents to certain proposed amendments to the indenture governing the Notes, as reported to the Company by the depositary for the tender offer. The tender offer commenced on March 1, 2011 and is described in the Offer to Purchase and Consent Solicitation Statement dated March 1, 2011.
The Company intends to execute later today a supplement to the indenture governing the Notes (the "Supplemental Indenture"), which will (i) eliminate almost all of the covenants and certain default provisions applicable to the Notes and (ii) shorten the minimum redemption notice period from 30 days to three days should the Company elect to redeem any outstanding Notes in accordance with the terms of the indenture governing the Notes. The Supplemental Indenture will not become operative until a majority in aggregate principal amount of the Notes has been purchased by the Company pursuant to the terms of the tender offer and the consent solicitation, which is expected to occur today.
The Company's obligation to accept for purchase, and to pay for, any Notes pursuant to the tender offer is subject to the satisfaction of certain conditions including: (1) consummation of a capital markets debt offering on terms satisfactory to the Company that results in the receipt of net proceeds that, when taken together with cash on hand and borrowings under its senior credit facility, are sufficient to pay the total consideration for all tendered Notes, plus all related fees and expenses, (2) execution of the Supplemental Indenture, and (3) certain other customary conditions.
Holders who tender (and do not validly withdraw) their Notes after the Consent Expiration and prior to the expiration of the tender offer will be entitled to receive consideration equal to $1,016.88 per $1,000 principal amount of Notes tendered, plus accrued and unpaid interest from the last interest payment date on their Notes (which was October 1, 2010) up to, but not including, the settlement date. The tender offer will expire at 11:59 p.m., New York City time, on March 28, 2011, unless extended by the Company in its sole discretion.
Any Notes not tendered and purchased pursuant to the tender offer will remain outstanding and will be governed by the terms of the Supplemental Indenture.
The complete terms and conditions of the tender offer are described in the Offer to Purchase and Consent Solicitation Statement dated March 1, 2011, copies of which may be obtained from Global Bondholder Services Corporation, the Depositary and Information Agent for the Offer, at 866-488-1500 (U.S. toll free) or, for banks and brokers, 212-430-3774.
The Company has engaged RBC Capital Markets, LLC to act as the Dealer Manager and Solicitation Agent in connection with the Offer. Questions regarding the terms of the offer to purchase the Notes may be directed to:
RBC Capital Markets, LLC
Three World Financial Center
200 Vesey Street, 8th Floor
New York, NY 10281-8098
Toll free: 1-877-381-2099
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of consents. The offer to purchase the Notes is only being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase and Consent Solicitation Statement and the Consent and Letter of Transmittal that the Company is distributing to holders of Notes. The tender offer and consent solicitation are not being made to holders of Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an offer or solicitation under applicable securities or "blue sky" laws. In any jurisdiction in which the tender offer or consent solicitation is required to be made by a licensed broker or dealer, they shall be deemed to be made by RBC Capital Markets, LLC on behalf of the Company. None of the Company, the Dealer Manager and Solicitation Agent or the Depositary and Information Agent makes any recommendation in connection with the tender offer or the consent solicitation.
Except for historical information contained herein, the statements in this release are forward-looking. Forward-looking statements are based on assumptions and beliefs that we believe to be reasonable; however, assumed facts almost always vary from actual results and the differences between assumed facts and actual results can be material depending upon the circumstances. Our forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany those statements. The forward-looking statements involve risks and uncertainties that affect our operations, financial performance, and other factors as discussed in our filings with the Securities and Exchange Commission. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2010. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading "Risk Factors." In addition, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances occurring after the date of this Statement.
Kevin R. White
Senior Vice President
SandRidge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, OK 73102
+1 (405) 429-5515
SOURCE SandRidge Energy, Inc.