8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 16, 2021 (March 11, 2021)

SANDRIDGE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33784	20-8084793
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
	1 E. Sheridan Ave, Suite 500 Oklahoma City, Oklahoma	73104
	(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, including Area Code: (405) 429-5500

Not Applicable.

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	SD	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

SandRidge Energy, Inc. (the “Company”) recently became aware that a stockholder of the Company (the “Stockholder”) inadvertently became an “Acquiring Person” under the Company’s Tax Benefits Preservation Plan dated as of July 1, 2020 (as amended, the “Tax Benefits Preservation Plan”) as a result of the Stockholder becoming the beneficial owner of additional shares of the Company’s common stock (the “Additional Shares”).

On March 11, 2021, the Company entered into a standstill agreement with the Stockholder, pursuant to which the Stockholder agreed that, absent prior written permission from the board of directors of the Company, neither it nor any of its affiliates or associates will acquire additional shares of the Company’s common stock which would raise its total beneficial interest above 3,173,721 shares, provided that if the Stockholder, together with all affiliates and associates thereof, becomes the beneficial owner of less than 4.99% of the then outstanding shares of the Company’s common stock, the Stockholder will not be prohibited from acquiring additional shares of the Company’s common stock so long as the Stockholder, together with all affiliates and associates thereof, does not at any time become the beneficial owner of 4.99% or more of the then outstanding shares of the Company’s common stock.

On March 16, 2021, the Company entered into an amendment to the Tax Benefits Preservation Plan, pursuant to which the Tax Benefits Preservation Plan was amended so that (i) neither the Stockholder nor any of its affiliates or associates shall be deemed to be an “Acquiring Person” as a result of the Stockholder becoming the beneficial owner of the Additional Shares, provided that the Stockholder shall be deemed an Acquiring Person if the Stockholder, together with all affiliates and associates thereof, thereafter becomes the beneficial owner of any additional shares of the Company’s common stock and thereby becomes the beneficial owner of 4.99% or more of the then outstanding shares of the Company’s common stock (except solely as a result of a dividend or distribution paid or made by the Company on outstanding Common Stock or a split or subdivision of outstanding Common Stock), (ii) no Distribution Date shall be deemed to have occurred as a result of the Stockholder becoming the beneficial owner of the Additional Shares and (iii) no Stock Acquisition Date shall be deemed to have occurred as a result of the Stockholder becoming the beneficial owner of the Additional Shares.

Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits.

Exhibit No.	Description
4.1	First Amendment to Tax Benefits Preservation Plan, dated July 1, 2020, between SandRidge Energy, Inc. and American Stock Transfer & Trust Company, LLC as Rights Agent.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SANDRIDGE ENERGY, INC.
	(Registrant)
Date: March 16, 2021	By:	/s/ Salah Gamoudi
		Salah Gamoudi
		Senior Vice President, Chief Financial Officer and Chief Accounting Officer

EX-4.1

Exhibit 4.1

FIRST AMENDMENT TO TAX BENEFITS PRESERVATION PLAN

This FIRST AMENDMENT TO Tax Benefits Preservation Plan, dated as of March 16, 2021 (and effective as of 12:01 A.M., New York City time, on such date) (this “Amendment”), is made and entered into by and between SandRidge Energy, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”). Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Tax Benefits Preservation Plan (as defined below).

WHEREAS, the Company is a party to a Tax Benefits Preservation Plan, dated as of July 1, 2020 (the “Tax Benefits Preservation Plan”), with American Stock Transfer & Trust Company, LLC, a New York limited liability trust company as rights agent (the “Rights Agent”);

WHEREAS, Section 27 of the Rights Agreement provides that, prior to the Distribution Date, the Company and the Rights Agent shall, if the Company so directs, supplement or amend any provision of the Tax Benefits Preservation Plan without the approval of any holders of certificates representing shares of Common Stock;

WHEREAS, on February 16, 2021, Cannell Capital LLC (“Cannell”) filed a Form 13F with the Securities and Exchange Commission (the “Form 13F”) reporting that, as of December 31, 2020, Cannell had acquired, in the aggregate, a total of 3,173,721 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) and 263,178 since the execution of the Tax Benefits Preservation Plan;

WHEREAS, the board of directors of the Company has determined that Cannell becoming the beneficial owner of an additional 263,178 shares of Common Stock would not jeopardize or endanger the availability to the Company of its net operating loss carryforwards;

WHEREAS, the Company has requested, and Cannell have agreed, to enter into a Standstill Agreement, dated as of even date herewith, as a condition to entering into this Amendment; and

WHEREAS, as a condition to entering into this Agreement, the Company has agreed to amend the Tax Benefits Preservation Plan so that (i) none of Cannell nor any of their respective Affiliates or Associates shall be deemed to be an “Acquiring Person” as a result of Cannell becoming the Beneficial Owner of an additional 263,178 shares of Common Stock, (ii) no Distribution Date shall be deemed to have occurred as a result of Cannell becoming the Beneficial Owner of an additional 263,178 shares of Common Stock and/or Cannell filing of the Form 13F and (iii) no Stock Acquisition Date shall be deemed to have occurred as a result of Cannell becoming the Beneficial Owner of an additional 263,178 shares of Common Stock and/or Cannell filing of the Form 13F.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. The Tax Benefits Preservation Plan is hereby amended by adding the following sentence at the end of the definition of “Acquiring Person”:

Notwithstanding anything to the contrary in this Agreement, none of Cannell nor any of their respective Affiliates or Associates shall be deemed to be an “Acquiring Person” as a result of Cannell becoming the Beneficial Owner of an additional 263,178 shares of Common Stock as of March 10, 2021; provided, however, that Cannell shall thereafter be deemed an Acquiring Person if, after March 10, 2021, Cannell, together with all Affiliates and Associates of Cannell, become the Beneficial Owner of any additional shares of Common Stock unless, immediately prior to the time, and as a result, of becoming the Beneficial Owner of such additional shares, Cannell, together with all Affiliates and Associates of Cannell, are not the Beneficial Owner of 4.99% or more of the then outstanding shares of Common Stock. For purposes of the preceding sentence,

Exhibit 4.1

none of Cannell nor any of their respective Affiliates or Associates shall be deemed to become the Beneficial Owner of any additional shares solely as a result of a dividend or distribution paid or made by the Company on outstanding Common Stock or a split or subdivision of outstanding Common Stock.

2. The Tax Benefits Preservation Plan is hereby amended by adding the following sentence at the end of the definition of “Distribution Time”:

Notwithstanding anything to the contrary in this Agreement, no Distribution Time shall be deemed to have occurred as a result of Cannell becoming the Beneficial Owner of an additional 263,178 shares of Common Stock.

3. The Tax Benefits Preservation Plan is hereby amended by adding the following sentence at the end of the definition of “Stock Acquisition Date”:

Notwithstanding anything to the contrary in this Agreement, no Distribution Time shall be deemed to have occurred as a result of Cannell becoming the Beneficial Owner of an additional 263,178 shares of Common Stock.

4. The Tax Benefits Preservation Plan is hereby amended to add the following new definition to Section 1 following the definition of “Business Day”:

(u) “Cannell” shall mean Cannell Capital LLC.

5. Except as expressly amended hereby, the Tax Benefits Preservation Plan shall remain in full force and effect.

6. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and to be performed entirely within such State.

7. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

8. The undersigned executive officer, in the undersigned’s capacity as an executive officer of the Company, hereby certifies, on behalf of the Company, that this Amendment is in compliance with the terms of Section 27 of the Tax Benefits Preservation Plan.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

Exhibit 4.1

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

SANDRIDGE ENERGY, INC.
By:	/s/ Carl F. Giesler, Jr.
	Name: Carl F. Giesler, Jr.
	Title: President and Chief          Executive Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
By:	/s/ Paula Caroppoli
	Name: Paula Caroppoli
	Title: Senior Vice President

XML

Cover	Mar. 16, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 16, 2021
Entity Registrant Name	SANDRIDGE ENERGY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-33784
Entity Tax Identification Number	20-8084793
Entity Address, Address Line One	1 E. Sheridan Ave
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Oklahoma City
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	73104
City Area Code	405
Local Phone Number	429-5500
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SD
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001349436
Amendment Flag	false