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): August 13, 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)) |
Purchase and Exchange Agreements
On August 13, 2015, SandRidge Energy, Inc. (the Company) entered into separate privately negotiated purchase and
exchange agreements (the Purchase and Exchange Agreements) under which it will repurchase and retire $250 million aggregate principal amount of its senior unsecured notes for $94.5 million cash and will exchange $275 million
aggregate principal amount of its senior unsecured notes for the same aggregate principal amount of new convertible unsecured senior notes, which if fully converted would convert into an aggregate of 100 million shares of the Companys
common stock, par value $0.001 per share (the Common Stock), subject to certain adjustments.
The Company
entered into the Exchange and Purchase Agreements with certain holders of its 8.75% Senior Notes due 2020 (the 2020 Outstanding Notes), its 7.5% Senior Notes due 2021 (the 2021 Outstanding Notes), its 8.125%
Senior Notes due 2022 (the 2022 Outstanding Notes) and its 7.5% Senior Notes due 2023 (the 2023 Outstanding Notes and, together with the 2020 Outstanding Notes, the 2021 Outstanding Notes and the 2022
Outstanding Notes, the Outstanding Notes) to exchange in private placements in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, (the Exchange Transactions) $15.9 million aggregate
principal amount of the 2020 Outstanding Notes, $40.7 million aggregate principal amount of the 2021 Outstanding Notes, $101.8 million aggregate principal amount of the 2022 Outstanding Notes and $116.6 million aggregate principal amount of its 2023
Outstanding Notes for $158.4 million aggregate principal amount of its new 8.125% Convertible Senior Notes due 2022 (the 2022 Convertible Notes) and $116.6 million aggregate principal amount of its new 7.5% Convertible Senior
Notes due 2023 (the 2023 Convertible Notes and, together with the 2022 Convertible Notes, the New Convertible Notes).
In addition to the Exchange Transactions, the Purchase and Exchange Agreements provide for the repurchase and retirement of an
aggregate of $250 million principal amount of Outstanding Notes, including $29.3 million aggregate principal amount of the 2020 Outstanding Notes, $111.6 million aggregate principal amount of the 2021 Outstanding Notes, $26.1 million aggregate
principal amount of the 2022 Outstanding Notes and $83.0 million aggregate principal amount of the 2023 Outstanding Notes, for total cash payments of $94.5 million (the Outstanding Notes Repurchases and, together with the Exchange
Transactions, the Transactions). The terms of the Outstanding Notes will remain unchanged.
The Company expects
that the Transactions will close on August 19, 2015.
Conversion Features of the New Convertible Notes
The New Convertible Notes will be convertible, at the option of the holders, into shares of Common Stock at any time from the date of issuance
up until to the close of business on the earlier of (i) the fifth business day following the date of a mandatory conversion notice, (ii) with respect to a New Convertible Note called for redemption, the business day immediately preceding
the redemption date or (iii) the business day immediately preceding the maturity date. In addition, if a holder exercises its right to convert on or prior to the first anniversary of the issuance of the New Convertible Notes, such holder will
receive an early conversion payment in an amount equal to the amount of 18 months of interest payable on the applicable series of converted New Convertible Notes. If a holder exercises its right to convert after the first anniversary of the issuance
of the New Convertible Notes but on or prior to the second anniversary of the issuance of such New Convertible Notes, such holder will receive an early conversion payment in an amount equal to 12 months of interest payable on the applicable series
of converted New Convertible Notes.
The initial conversion rate is 363.6363 shares of Common Stock, per $1,000 principal amount of New
Convertible Notes (representing an initial conversion price of $2.75 per share), subject to adjustment upon the occurrence of certain events.
Subject to compliance with certain conditions, the Company has the right to mandatorily convert the New Convertible Notes in whole or in part
if the volume weighted average price of the Common Stock, or VWAP (as defined in the applicable indentures governing the New Convertible Notes) exceeds 40.00% of the applicable conversion price of the New Convertible Notes (representing an initial
mandatory conversion trigger price of $1.10 per share) for at least 20 trading days during any 30 consecutive trading day period and the Company delivers a mandatory conversion notice. No early conversion payment will be made upon a mandatory
conversion.
2022 Convertible Notes
The 2022 Convertible Notes will have an interest rate of 8.125% per year, payable in cash semi-annually in arrears on April 15 and
October 15 of each year, beginning October 15, 2015; provided that the final interest payment date shall be on October 16, 2022. Interest on the 2022 Convertible Notes accrues from August 19, 2015. The 2022 Convertible Notes will
mature on October 16, 2022, unless earlier repurchased or converted.
At any time prior to April 15, 2017, the Company is
entitled, at its option, to redeem some or all of the 2022 Convertible Notes at a redemption price of 100% of the principal amount thereof, plus the Applicable Premium (as defined in the indenture governing the 2022 Convertible Notes)
and accrued and unpaid interest, if any. On and after April 15, 2017, the Company may redeem the 2022 Convertible Notes, in whole or in part, at redemption prices (expressed as percentages of principal amount thereof) equal to 104.063% for the
twelve-month period beginning on April 16, 2017, 102.708% for the twelve-month period beginning April 15, 2018, 101.354% for the twelve-month period beginning April 15, 2019 and 100.00% beginning on April 15, 2020 and thereafter,
plus accrued and unpaid interest, if any. Additionally, in the event of a Change of Control (as defined in the indenture governing the 2022 Convertible Notes), holders of the New Convertible Notes may require the Company to repurchase all or a
portion of their New Convertible Notes at a repurchase price equal to 101% of the principal amount of New Convertible Notes, plus accrued and unpaid interest, if any, to the applicable repurchase date.
The 2022 Convertible Notes will be guaranteed by the same guarantors that guarantee the 2022 Outstanding Notes, and the indenture governing
the 2022 Convertible Notes will contain covenants substantially identical to those applicable to the 2022 Outstanding Notes.
2023 Convertible Notes
The 2023 Convertible Notes will have an interest rate of 7.5% per year, payable in cash semi-annually in arrears on
February 15 and August 15 of each year, beginning February 15, 2016; provided that the final interest payment date shall be on February 16, 2023. Interest on the 2023 Convertible Notes accrues from August 19, 2015. The 2023
Convertible Notes will mature on February 16, 2023, unless earlier repurchased or converted.
At any time prior to August 15,
2017, the Company is entitled, at its option, to redeem some or all of the 2023 Convertible Notes at a redemption price of 100% of the principal amount thereof, plus the Applicable Premium (as defined in the indenture governing the 2023
Convertible Notes) and accrued and unpaid interest, if any. On and after August 15, 2017, the Company may redeem the 2023 Convertible Notes, in whole or in part, at redemption prices (expressed as percentages of principal amount thereof) equal
to 103.75% for the twelve-month period beginning on August 15, 2017, 102.50% for the twelve-month period beginning August 15, 2018, 101.25% for the twelve-month period beginning August 15, 2019, and 100.00% beginning on
August 15, 2020 and thereafter, plus accrued and unpaid interest, if any. Additionally, in the event of a Change of Control (a as defined in the indenture governing the 2023 Convertible Notes), holders of the New Convertible Notes may require
the Company to repurchase all or a portion of their New Convertible Notes at a repurchase price equal to 101% of the principal amount of New Convertible Notes, plus accrued and unpaid interest, if any, to the applicable repurchase date.
The 2023 Convertible Notes will be guaranteed by the same guarantors that guarantee the 2023 Outstanding Notes, and the indenture governing
the 2023 Convertible Notes will contain covenants substantially identical to those applicable to the 2023 Outstanding Notes.
Credit Agreement
Amendment
On August 13, 2015, in conjunction with the Transactions, the Company, Royal Bank of Canada, as
administrative agent and the lenders signatory to the Fourth Amended and Restated Credit Agreement, dated as of June 10, 2015 (the Credit Agreement), agreed to amend the Credit Agreement to allow the Company to redeem or
purchase Existing Notes for up to $200 million in cash subject to certain limitations. Among other things, the amendment also modifies the definition of Consolidated Net Income to exclude any income attributable to the cancellation or early
extinguishment of any Indebtedness from the calculation of Consolidated Net Income and Consolidated EBITDA.
Terms capitalized in the foregoing paragraph have the meaning given to them in the Credit
Agreement.
The description above is a summary only and is qualified in its entirety by reference to the First Amendment to the Credit
Agreement, dated as of August 13, 2015, filed as Exhibit 10.1 hereto and incorporated herein by reference.
On August 13, 2015,
the Company issued a press release with respect to the issuance of the New Convertible Notes in the Exchange Transactions, the Outstanding Notes Repurchase and the amendment to the Credit Agreement. A copy of this press release is attached as
Exhibit 99.1 hereto.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits
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Exhibit No. |
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Description |
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10.1 |
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First Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 13, 2015, by and among the Company, as borrower, Royal Bank of Canada, as administrative agent, and the lenders signatory thereto. |
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99.1 |
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Press release issued by SandRidge Energy, Inc. dated as of August 14, 2015. |
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,
hereunto duly authorized.
Date: August 14, 2015
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SANDRIDGE ENERGY, INC. |
(Registrant) |
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By: |
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/s/ Philip T. Warman |
Name: |
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Philip T. Warman |
Title: |
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Senior Vice President, General Counsel and Corporate Secretary |
Exhibit Index
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No. |
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Description |
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10.1 |
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First Amendment to Fourth Amended and Restated Credit Agreement, dated as of August 13, 2015, by and among the Company, as borrower, Royal Bank of Canada, as administrative agent, and the lenders signatory thereto. |
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99.1 |
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Press release issued by SandRidge Energy, Inc. dated as of August 14, 2015 |
Exhibit 10.1
Execution Version
FIRST
AMENDMENT
TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
dated as of August 13, 2015
among
SANDRIDGE ENERGY, INC.,
as the Borrower,
ROYAL BANK OF CANADA,
as
the Administrative Agent for the Lenders,
and
THE LENDERS PARTY HERETO
CAPITAL ONE,
NATIONAL ASSOCIATION, CITIZENS BANK, N.A.,
NATIXIS, NEW YORK BRANCH, SUNTRUST BANK and
UBS SECURITIES LLC,
Documentation
Agents
RBC CAPITAL MARKETS1,
BARCLAYS BANK PLC
and
MORGAN STANLEY SENIOR FUNDING, INC.,
Joint Lead Arrangers and Joint Book Managers
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RBC Capital Markets is the global brand name of the corporate and investment banking business of Royal Bank of Canada and its affiliates. |
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FIRST AMENDMENT TO
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this First Amendment) dated as of
August [●], 2015 is among SANDRIDGE ENERGY, INC., a Delaware corporation (the Borrower), each of the Lenders party hereto and ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, together with its
successors in such capacity, the Administrative Agent).
R E C I T A L S
A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement, dated as of June 10, 2015 (the
Credit Agreement), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.
B. The Borrower has requested, and the Administrative Agent and the Majority Lenders party hereto have agreed, to make certain changes to the
Credit Agreement.
C. NOW, THEREFORE, to induce the Administrative Agent and the Lenders party hereto to enter into this First Amendment
and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit
Agreement. Unless otherwise indicated, all section references in this First Amendment refer to sections of the Credit Agreement. Upon and after the execution of this First Amendment by each of the parties hereto, each reference in the Credit
Agreement to this Agreement, hereunder, hereof or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the Credit Agreement, thereunder,
thereof or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified hereby.
Section 2. Amendments to Credit Agreement.
2.1 Amendment to Definitions.
2.1.1 The definition of Consolidated Net Income is hereby amended and restated in its entirety as follows:
Consolidated Net Income means, for any period, the net income (or loss) of Borrower and its Consolidated
Restricted Subsidiaries for such period determined in accordance with GAAP, provided that the following shall be excluded in calculating Consolidated Net Income and Consolidated EBITDA: (i) any extraordinary items of gain or loss,
(ii) any gain or loss from the sale of assets other than in the ordinary course of business, (iii) any non-cash income, gains, losses or charges resulting from the requirements of SFAS 133 or 143, (iv) the net income (or loss) of any
Royalty Trust, any master limited partnership or any person accounted for on the equity method, except to the extent of cash distributions received by the Borrower or a Consolidated Restricted Subsidiary for such period and (v) any income
attributable to cancellation or early extinguishment of any Indebtedness of Borrower or a Consolidated Restricted Subsidiary.
2.1.2 The definition of Permitted Refinancing is hereby amended by deleting
the word maturity, from clause (ii) thereof.
2.2 Amendment to Section 7.02. Section 7.02 is hereby amended by
(i) deleting the word and at the end of clause (p) thereof, (ii) adding the word and at the end of clause (q) thereof and (iii) adding the following clause (r) after clause (q) thereof:
(r) Investments expressly permitted by Section 7.15(a)(v).
2.3 Amendment to Section 7.15(a). Section 7.15(a) is hereby amended and restated in its entirety as follows:
(a) Optionally prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it
being understood that mandatory payments of principal and interest shall be permitted to the extent permitted by the applicable provisions of the intercreditor agreement applicable thereto; provided that no such mandatory payments shall be
made using any funds or proceeds that may otherwise be reinvested by the Borrower), any Principal Debt Obligations or any other Indebtedness permitted under Section 7.03(c) or Section 7.03(l) (collectively,
Restricted Debt) or make any payment in violation of any terms of any Restricted Debt Documentation, except (i) with the proceeds of, or in exchange for, any Refinancing Indebtedness in respect thereof, (ii) the
conversion of any Restricted Debt to Equity Interests (other than Disqualified Stock) of the Borrower, (iii) the redemption of any Restricted Debt with the Net Cash Proceeds of any offering of Equity Interests (other than Disqualified Stock) of
the Borrower, (iv) subject to the satisfaction of the Available Amount Conditions, other prepayments, redemptions, purchases, defeasances and other payments in respect of Restricted Debt in an amount not to exceed the Available Amount at such
time and (v) the redemption or purchase of Existing Notes for cash consideration in an aggregate amount not to exceed $200,000,000, subject to the satisfaction of the following conditions both before and after giving effect to such open market
purchases: (A) the sum of the Available Borrowing Base plus unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries is not less than $500,000,000 and (B) the proceeds of Committed Loans are not used,
directly or indirectly, to finance such open market purchases.
Section 3. Conditions Precedent. This First Amendment shall not become
effective until the date on which each of the following conditions is satisfied (such date, the Amendment Effective Date):
3.1 The Administrative Agent shall have received from (a) the Borrower and (b) Lenders sufficient to constitute the Majority
Lenders, counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Person.
3.2 The Administrative Agent and the Lenders shall have received all amounts due and payable on or prior to the Amendment Effective Date,
including, to the extent invoiced, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.
3.3 The representations and warranties of the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement or any
other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or if such representation or warranty is qualified by materiality or
reference to
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Material Adverse Effect, such representation or warranty shall be true and correct in all respects) on and as of the date hereof except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct in all material respects(or if such representation or warranty is qualified by materiality or reference to Material Adverse Effect, such representation or warranty
shall be true and correct in all respects) as of such earlier date and the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements
furnished pursuant to clause (a) of Section 6.01 of the Credit Agreement.
3.4 No Default or Event of Default shall have
occurred and be continuing as of the date hereof, after giving effect to the terms of this First Amendment.
The Administrative Agent is
hereby authorized and directed to declare this First Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this
Section 3 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
Section 4. Miscellaneous.
4.1
Confirmation. The provisions of the Credit Agreement, as amended by this First Amendment, shall remain in full force and effect following the effectiveness of this First Amendment.
4.2 Ratification and Affirmation; Representations and Warranties. Each of the Loan Parties hereby (a) ratifies and affirms its
obligations under, and acknowledges, renews and extends its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect, except as expressly amended
hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment all of the representations and warranties contained in each Loan Document to which it is a party are true
and correct in all material respects (or if such representation or warranty is qualified by materiality or reference to Material Adverse Effect, such representation or warranty shall be true and correct in all respects), except to the extent that
such representations and warranties specifically refer to an earlier date, in which case they shall continue to be true and correct, in all material respects (or if such representation or warranty is qualified by materiality or reference to Material
Adverse Effect, such representation or warranty shall be true and correct in all respects), as of such earlier date and the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed
to refer to the most recent statements furnished pursuant to clause (a) of Section 6.01 of the Credit Agreement.
4.3 No
Waiver; Loan Document. The execution, delivery and effectiveness of this First Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents. On and after the Amendment Effective Date, this First Amendment shall for all purposes constitute a Loan Document.
4.4 Counterparts. This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and
all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile or electronic transmission in portable document format (.pdf) shall be effective as delivery of a
manually executed counterpart hereof.
4.5 NO ORAL AGREEMENT. THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS EXECUTED IN CONNECTION
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HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. AS OF THE DATE OF THIS FIRST AMENDMENT, THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.
4.6 GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[SIGNATURES BEGIN NEXT PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of
the date first written above.
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BORROWER: |
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SANDRIDGE ENERGY, INC. |
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By: |
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/s/ Philip T. Warman |
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Name: |
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Philip T. Warman |
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Title: |
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Senior Vice President and General Counsel |
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GUARANTORS: |
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SANDRIDGE OPERATING COMPANY |
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By: |
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/s/ Philip T. Warman |
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Name: |
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Philip T. Warman |
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Title: |
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Senior Vice President and General Counsel |
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INTEGRA ENERGY, L.L.C. |
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By: |
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SANDRIDGE EXPLORATION AND PRODUCTION, LLC, managing member |
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By: |
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/s/ Philip T. Warman |
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Name: |
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Philip T. Warman |
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Title: |
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Senior Vice President and General Counsel |
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LARIAT SERVICES, INC. |
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By: |
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/s/ Philip T. Warman |
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Name: |
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Philip T. Warman |
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Title: |
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Senior Vice President and General Counsel |
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SANDRIDGE HOLDINGS, INC. |
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By: |
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/s/ Philip T. Warman |
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Name: |
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Philip T. Warman |
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Title: |
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Senior Vice President and General Counsel |
[Signature Page to First Amendment]
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SANDRIDGE GATHERING LLC |
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By: |
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/s/ Philip T. Warman |
Name: |
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Philip T. Warman |
Title: |
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Senior Vice President and General Counsel |
[Signature Page to First Amendment]
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ADMINISTRATIVE AGENT: |
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ROYAL BANK OF CANADA, as the
Administrative Agent |
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By: |
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/s/ Susan Khokher |
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Name: |
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Susan Khokher |
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Title: |
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Manager, Agency |
[Signature Page to First Amendment]
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LENDERS: |
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ROYAL BANK OF CANADA, individually as a Lender |
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By: |
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/s/ Don J. McKinnerney |
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Name: |
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Don J. McKinnerney |
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Title: |
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Authorized Signatory |
[Signature Page to First Amendment]
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BARCLAYS BANK PLC, as a Lender |
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By: |
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/s/ May Huang |
Name: |
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May Huang |
Title: |
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Assistant Vice President |
[Signature Page to First Amendment]
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MORGAN STANLEY BANK, N.A., as a Lender |
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By: |
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/s/ Christopher Winthrop |
Name: |
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Christopher Winthrop |
Title: |
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Authorized Signatory |
[Signature Page to First Amendment]
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UBS AG, STAMFORD BRANCH, as a Lender |
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By: |
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/s/ Kenneth Chin |
Name: |
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Kenneth Chin |
Title: |
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Director, Banking Products Services, US |
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By: |
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/s/ Darlene Arias |
Name: |
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Darlene Arias |
Title: |
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Director |
[Signature Page to First Amendment]
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SUNTRUST BANK, as a Lender |
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By: |
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/s/ Chulley Bogle |
Name: |
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Chulley Bogle |
Title: |
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Vice President |
[Signature Page to First Amendment]
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NATIXIS, NEW YORK BRANCH., as a Lender |
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By: |
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/s/ Carlos Quinteros |
Name: |
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Carlos Quinteros |
Title: |
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Managing Director |
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By: |
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/s/ Vikram Nath |
Name: |
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Vikram Nath |
Title: |
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Vice President |
[Signature Page to First Amendment]
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CITIZENS BANK, N.A., as a Lender |
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By: |
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/s/ Scott Donaldson |
Name: |
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Scott Donaldson |
Title: |
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Senior Vice President |
[Signature Page to First Amendment]
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CAPITAL ONE, NATIONAL ASSOCIATION,
as a Lender |
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By: |
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/s/ Matthew L. Molero |
Name: |
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Matthew L. Molero |
Title: |
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Sr. Vice President |
[Signature Page to First Amendment]
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GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender |
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By: |
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/s/ Jamie Minieri |
Name: |
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Jamie Minieri |
Title: |
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Authorized Signatory |
[Signature Page to First Amendment]
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NEXTERA ENERGY POWER MARKETING, LLC, as a Lender |
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By: |
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/s/ Michael C. Toal |
Name: |
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Michael C. Toal |
Title: |
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Vice President |
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Nextera Energy Power Marketing, LLC |
[Signature Page to First Amendment]
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Morgan Stanley Senior Funding, Inc.,
individually as a Lender |
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By: |
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/s/ Christopher Winthrop |
Name: |
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Christopher Winthrop |
Title: |
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Authorized Signatory |
[Signature Page to First Amendment]
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MACQUARIE BANK LIMITED, as a Lender |
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By: |
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/s/ Byron den Hertog |
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Byron den Hertog |
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Division Director |
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By: |
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/s/ Nathan Booker |
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Nathan Booker |
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Division Director |
[Signature Page to First Amendment]
Exhibit 99.1
SandRidge Energy, Inc. Announces Buy Back and Exchange of $525 Million of Senior Notes
OKLAHOMA CITY, August 14, 2015 /PRNewswire/ SandRidge Energy, Inc. (the Company) (NYSE: SD) today announced that the Company
has entered into privately negotiated purchase and exchange agreements under which it will repurchase $250 million aggregate principal amount of its senior unsecured notes for $94.5 million cash and exchange $275 million of notes into new
convertible notes.
James Bennett, President and CEO, commented We are very pleased with the execution of this transaction and its effect on the
Companys financial position. This represents a significant first step in reducing SandRidges debt and improving our balance sheet. In this transaction we addressed $525 million of senior unsecured debt, by repurchasing senior
unsecured notes at a substantial discount to face value, also immediately eliminating approximately $19 million in annual interest expense, and modifying additional outstanding debt to convert into equity at a significant premium to the current
share price.
Specifically, the Company will repurchase $29.3 million aggregate principal amount of its 8.75% Senior Notes due 2020 (the
2020 Outstanding Notes), $111.6 million aggregate principal amount of its 7.5% Senior Notes due 2021 (the 2021 Outstanding Notes), $26.1 million aggregate principal amount of its 8.125% Senior Notes due 2022
(the 2022 Outstanding Notes), and $83.0 million aggregate principal amount of its 7.5% Senior Notes due 2023 (the 2023 Outstanding Notes) for an aggregate of $94.5 million in cash.
The Company will exchange $15.9 million aggregate principal amount of the 2020 Outstanding Notes, $40.7 million aggregate principal amount of the 2021
Outstanding Notes, $101.8 million aggregate principal amount of the 2022 Outstanding Notes and $116.6 million aggregate principal amount of its 2023 Outstanding Notes for $158.4 million aggregate principal amount of its new 8.125% Convertible Senior
Notes due 2022 and $116.6 million aggregate principal amount of its new 7.5% Convertible Senior Notes due 2023 (all such Convertible Senior Notes are referred to below as the New Convertible Notes).
Subject to compliance with certain conditions, the Company has the right to mandatorily convert the New Convertible Notes, in whole or in part, if the volume
weighted average price, or VWAP (as defined in the indentures governing the New Convertible Notes), of the Companys common stock exceeds 40.00% of the applicable conversion price of the New Convertible Notes (representing an initial VWAP
threshold of $1.10 per share) for at least 20 trading days during the 30 consecutive trading day period and the Company delivers a mandatory conversion notice. The New Convertible Notes will be convertible under certain circumstances, at the
holders option, at an initial conversion rate of 363.6363 common shares per $1,000 principal amount of New Convertible Notes (representing an initial conversion price of $2.75 per share), subject to certain customary adjustments. Additionally,
if a holder exercises its right to convert on or prior to the first anniversary of the issuance of the New Convertible Notes, such holder will also receive an early conversion payment of between $112.50 and $121.875 in cash per $1,000 principal
amount of New Convertible Notes, depending on which series of notes is being converted. If a holder exercises its right to convert after the first anniversary but on or prior to the second anniversary of the issuance of the New Convertible Notes,
such holder will receive an early conversion payment of between $75.00 and $81.25 in cash per $1,000 principal amount of New Convertible Notes, depending on which series of notes is being converted.
The New Convertible Notes will be guaranteed by the same guarantors that guarantee the outstanding senior notes of the Company. Each series of New Convertible
Notes will be subject to covenants and bear payment terms substantially identical to those of the corresponding outstanding series of senior notes of similar tenor, other than the conversion provisions and the extension of the final maturity date by
one day.
In addition, the Company and its banks amended its first lien revolving credit agreement to facilitate the
repurchase and exchange transactions.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About SandRidge Energy, Inc.
SandRidge Energy,
Inc. (NYSE: SD) is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma with its principal focus on developing high-return, growth-oriented projects in the Mid-Continent region of the United States. In
addition, SandRidge owns and operates a saltwater gathering and disposal system and a drilling rig and related oil field services business.
CONTACT:
Duane Grubert
EVP Investor Relations &
Strategy
SandRidge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, OK 73102
+1 (405) 429-5515