0001193125-13-059343.txt : 20130214 0001193125-13-059343.hdr.sgml : 20130214 20130214140209 ACCESSION NUMBER: 0001193125-13-059343 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 GROUP MEMBERS: 1109519 ONTARIO LTD GROUP MEMBERS: 810679 ONTARIO LTD GROUP MEMBERS: FAIRFAX (US) INC. GROUP MEMBERS: FAIRFAX FINANCIAL HOLDINGS LTD GROUP MEMBERS: ODYSSEY REINSURANCE CO GROUP MEMBERS: SIXTY TWO INVESTMENT CO LTD GROUP MEMBERS: V. PREM WATSA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANDRIDGE ENERGY INC CENTRAL INDEX KEY: 0001349436 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 208084793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83370 FILM NUMBER: 13611155 BUSINESS ADDRESS: STREET 1: 123 ROBERT S. KERR AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-6406 BUSINESS PHONE: 405-429-5500 MAIL ADDRESS: STREET 1: 123 ROBERT S. KERR AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-6406 FORMER COMPANY: FORMER CONFORMED NAME: RIATA ENERGY INC DATE OF NAME CHANGE: 20060111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN CENTRAL INDEX KEY: 0000915191 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 101728897 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5K 1B1 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5K 1B1 FORMER COMPANY: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 SC 13G/A 1 d486660dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)

and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.

Under the Securities Exchange Act of 1934

(Amendment No. 5)

 

 

SandRidge Energy, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

80007P307

(CUSIP Number)

December 31, 2012

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 80007P307   13G   Page 2 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

V. PREM WATSA

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CANADIAN

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

277,000

   6   

SHARED VOTING POWER

 

62,274,656

   7   

SOLE DISPOSITIVE POWER

 

277,000

   8   

SHARED DISPOSITIVE POWER

 

62,274,656

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

62,551,656

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.0%

12  

TYPE OF REPORTING PERSON

 

IN


CUSIP No. 80007P307   13G   Page 3 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

1109519 ONTARIO LIMITED

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ONTARIO, CANADA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

62,274,656

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

62,274,656

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

62,274,656

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.0%

12  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 80007P307   13G   Page 4 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

THE SIXTY TWO INVESTMENT COMPANY LIMITED

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

BRITISH COLUMBIA, CANADA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

62,274,656

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

62,274,656

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

62,274,656

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.0%

12  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 80007P307   13G   Page 5 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

810679 ONTARIO LIMITED

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

ONTARIO, CANADA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

62,274,656

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

62,274,656

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

62,274,656

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.0%

12  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 80007P307   13G   Page 6 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CANADA

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

62,274,656

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

62,274,656

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

62,274,656

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.0%

12  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 80007P307   13G   Page 7 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

FAIRFAX (US) INC.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

46,752,711

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

46,752,711

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

46,752,711

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.0%

12  

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 80007P307   13G   Page 8 of 19 Pages

 

  1   

NAMES OF REPORTING PERSON/I.R.S. Identification Nos. of Above Persons (Entities Only)

 

ODYSSEY REINSURANCE COMPANY

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  x

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CONNECTICUT

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

   6   

SHARED VOTING POWER

 

28,495,020

   7   

SOLE DISPOSITIVE POWER

 

   8   

SHARED DISPOSITIVE POWER

 

28,495,020

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

28,495,020

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.5%

12  

TYPE OF REPORTING PERSON

 

CO


Item 1.(a) Name of Issuer:

SandRidge Energy, Inc.

Item 1.(b) Address of Issuer’s Principal Executive Offices:

123 Robert S. Kerr Avenue, Oklahoma City, Oklahoma, 73102

Item 2.(a) Name of Person Filing:

 

1. This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):

 

2. V. Prem Watsa, an individual;

 

3. 1109519 Ontario Limited (“1109519”), a corporation incorporated under the laws of Ontario;

 

4. The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia;

 

5. 810679 Ontario Limited (“810679”), a corporation incorporated under the laws of Ontario;

 

6. Fairfax Financial Holdings Limited (“Fairfax”), a corporation incorporated under the laws of Canada;

 

7. Fairfax (US) Inc. (“Fairfax US”), a Delaware corporation; and

 

8. Odyssey Reinsurance Company (“Odyssey”), a corporation incorporated under the laws of Connecticut.

Item 2.(b) Address of Principal Business Office:

The addresses of the Reporting Persons are as follows:

 

1. Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

2. The principal business address and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

3. The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia V6C 3L3;

 

4. The principal business address and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

5. The principal business address and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

6. The principal business address and principal office address of Fairfax US is 2850 Lake Vista Drive, Suite #150, Lewisville, TX 75056; and

 

7. The principal business address and principal office address of Odyssey is 300 First Stamford Place, Stamford, Connecticut 06902.

Item 2.(c) Citizenship:

V. Prem Watsa is a citizen of Canada.

 

9


Item 2.(d) Title of Class of Securities:

Common Stock

Item 2.(e) CUSIP Number:

80007P307

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a) ¨ Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c) ¨ Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d) ¨ An Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g) ¨ A parent holding company or control person, in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j) ¨ A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4. Ownership.

Based on the most recent information available, the aggregate number and percentage of the shares of common stock (the “Shares”) of SandRidge Energy, Inc. that are beneficially owned by each of the Reporting Persons is set forth in boxes 9 and 11 of the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.

The number of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 5, 6, 7 and 8, respectively, on the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.

Shares reported as beneficially owned include Shares issuable upon conversion of certain convertible securities of SandRidge Energy, Inc.

Neither the filing of this Schedule 13G nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax, Fairfax US or Odyssey that such person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

 

10


Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Certain of the Shares beneficially owned by the Reporting Persons are held by subsidiaries and pension plans of Fairfax, which subsidiaries and pension plans have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. No such interest of a subsidiary or pension plan relates to more than 5% of the class of Shares.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See attached Exhibit No. 1.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

11


SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013       V. Prem Watsa
      /s/ V. Prem Watsa


SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013     1109519 Ontario Limited
    By:   /s/ V. Prem Watsa
      Name: V. Prem Watsa
      Title: President


SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013    

The Sixty Two Investment Company Limited

    By:   /s/ V. Prem Watsa
      Name: V. Prem Watsa
      Title: President


SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013     810679 Ontario Limited
    By:   /s/ V. Prem Watsa
      Name: V. Prem Watsa
      Title: President


SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013     Fairfax Financial Holdings Limited
    By:   /s/ Paul Rivett
      Name: Paul Rivett
      Title: Vice President, Operations


SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013     Fairfax (US) Inc.
    By:   /s/ Dorothy D. Whitaker
      Name:   Dorothy D. Whitaker
      Title:   Assistant Corporate Secretary and International Tax Director


SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2013     Odyssey Reinsurance Company
    By:   /s/ Kirk M. Reische
      Name: Kirk M. Reische
      Title: Vice President


Exhibit Index

 

Exhibit No.

  

Description

1    Members of filing group.
2    Joint Filing Agreement dated as of February 14, 2013 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Fairfax (US) Inc. and Odyssey Reinsurance Company.
EX-1 2 d486660dex1.htm EX-1 EX-1

EXHIBIT 1

MEMBERS OF FILING GROUP

V. Prem Watsa

1109519 Ontario Limited

The Sixty Two Investment Company Limited

810679 Ontario Limited

Fairfax Financial Holdings Limited

Fairfax (US) Inc.

Odyssey Reinsurance Company

EX-2 3 d486660dex2.htm EX-2 EX-2

EXHIBIT 2

CUSIP No. 80007P307

AGREEMENT CONCERNING JOINT FILING

OF SCHEDULE 13G

The undersigned agree as follows:

(i) each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

Dated: February 14, 2013


V. PREM WATSA
/s/ V. Prem Watsa
1109519 ONTARIO LIMITED
By:   /s/ V. Prem Watsa
  Name: V. Prem Watsa
  Title: President
THE SIXTY TWO INVESTMENT COMPANY LIMITED
By:   /s/ V. Prem Watsa
  Name: V. Prem Watsa
  Title: President
810679 ONTARIO LIMITED
By:   /s/ V. Prem Watsa
  Name: V. Prem Watsa
  Title: President
FAIRFAX FINANCIAL HOLDINGS LIMITED
By:   /s/ Paul Rivett
  Name: Paul Rivett
  Title: Vice President, Operations


FAIRFAX (US) INC.
By:   /s/ Dorothy D. Whitaker
  Name:   Dorothy D. Whitaker
  Title:   Assistant Corporate Secretary and International Tax Director


ODYSSEY REINSURANCE COMPANY
By:   /s/ Kirk M. Reische
  Name: Kirk M. Reische
  Title: Vice President