Current Report Filing (8-k)
May 14 2015 - 7:17AM
Edgar (US Regulatory)
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): May 14, 2015
SANDRIDGE ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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1-33784 |
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20-8084793 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma |
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73102 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants Telephone Number, including Area Code: (405) 429-5500
Not Applicable.
(Former
name or former address, if changed since last report)
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 Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities
On May 14, 2015, SandRidge Energy, Inc. (the Company) entered into an exchange agreement with an existing holder (the Holder) of
the Companys 7.5% Senior Notes due 2021 (the 2021 Notes) and 8.125% Senior Notes due 2022 (the 2022 Notes), pursuant to which the Company agreed to issue to the Holder (a) 16,046,666 shares of the Companys
common stock, par value $0.001 per share ( Common Stock) in exchange for an aggregate $29,000,000 principal amount of the 2021 Notes and 257,778 additional shares of Common Stock as payment for the interest accrued thereon since the last
interest payment date and (b) 11,620,000 shares of Common Stock, par value $0.001 per share, in exchange for an aggregate $21,000,000 principal amount of the 2022 Notes and 107,431 additional shares of Common Stock as payment for the interest
accrued thereon since the last interest payment date. The exchange is expected to close May 19, 2015.
The exchange offer is being made in
reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended.
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.
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SANDRIDGE ENERGY, INC. |
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(Registrant) |
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Date: May 14, 2015 |
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By: |
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/s/ Philip T. Warman |
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Philip T. Warman |
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Senior Vice President, General Counsel and Corporate Secretary |