SandRidge Energy Inc. : Institutional Shareholder Services (ISS) Recommends SandRidge Energy Stockholders Replace a Majority of the Board
02/15/2013| 04:39pm US/Eastern
- Highlights Underperformance, Management's Piecemeal Approach To
Corporate Strategy and Significant Compensation Issues -
- Notes Failures of Stewardship on Current Board -
- TPG-Axon Requests Stockholders Return Their GREEN
Consent Cards to Elect Its Full Slate of Nominees -
TPG-Axon, beneficial owner of 6.7% of the outstanding shares of
SandRidge Energy, Inc. (NYSE: SD) (the "Company"), today announced that
Institutional Shareholder Services ("ISS"), a leading independent proxy
voting and corporate governance advisory firm, has recommended SandRidge
stockholders vote the GREEN consent
card in support of TPG-Axon's proposals.
Specifically, ISS recommends SandRidge's bylaws be amended to destagger
the Board, that five incumbent directors be removed, and that
independent director nominees Stephen C. Beasley, Edward W. Moneypenny,
Dinakar Singh, Alan J. Weber and Dan A. Westbrook be elected to the
Board. TPG-Axon recommends stockholders NOT VOTE the white
consent card provided by SandRidge.
TPG-Axon recommends stockholders vote its full slate of independent
directors including Mr. Beasley, Mr. Moneypenny, Mr. Singh, Mr. Weber,
Mr. Westbrook, Fredric G. Reynolds and Peter H. Rothschild. TPG-Axon
requests that stockholders return their signed and dated GREEN
consent cards promptly, to ensure that their consent cards are received
by SandRidge prior to March 15, 2013, the deadline for submitting
In its recommendation, ISS noted the following:
"The apparent failures of stewardship on this board are legion."
"The company's abrupt, piecemeal approach to corporate strategy and
concomitant lack of capital discipline have increasingly limited the
company's financial flexibility, and engendered a deep distrust in the
"From a stutter-stepping business strategy and weak capital
discipline which reduced financial flexibility so far that the sale of
the company's most valuable non-core asset cannot close its
anticipated funding gap--to a compensation program which failed to tie
pay to performance, making the CEO one of the highest paid in his
industry even as shareholder value declined by nearly three-quarters
over his tenure--to approving numerous related-party transactions
which, under public scrutiny, begin to look more like front-running
the company's own lease acquisitions than adding value unavailable
through a less conflicted means--there is little
reason to believe the outside directors who are specially charged with
looking out for the interests of unaffiliated shareholders are best
equipped to effect the necessary change at SandRidge."
"Given the fact pattern underlying the dissidents' extensive case
for change, and the evidence of appropriately extensive advance
planning to mitigate risks of unintended consequences, shareholder
support for a majority change of the SandRidge board is warranted."
"It is true, contrary to the company's assertions, there is
compelling senior oil & gas sector management experience among the
TPG-Axon noted that ISS recommended five out of seven current Directors
be replaced immediately but also suggested that the remaining two
Directors have short transition periods before being replaced as well.
"Out of prudence, then, and for what we expect - based on the
dissidents' frank presentation to shareholders - will be a finite
transition period, it may be the lesser of two unpalatable
alternatives to leave the CEO on the board for now, and allow the
reconstituted board to take further action once it has control of the
"For similar reasons, we also believe shareholders may want to
retain for a transition period the newest outside director, Brewer."
"Today's recommendation from ISS is consistent with our view that
changes must take place at SandRidge to unlock the Company's true
potential and maximize stockholder value," said TPG-Axon. "Given the
longstanding strategic and operational failures that have plagued
SandRidge under the direction of Tom Ward and the current Board,
resulting in tragically poor performance and the shockingly feeble
corporate governance practices that have allowed Mr. Ward, and in some
instances his immediate family, to benefit at the expense of
stockholders, we believe it is critical that stockholders follow ISS's
recommendation and vote the GREEN
consent card in favor of our proposals to facilitate meaningful change."
TPG-Axon concluded, "Our strong slate of director nominees has the right
combination of experience, expertise and skill that make them the right
leadership team to restore order at SandRidge and provide the strategic
insight required to maximize stockholder value - an area where the
current Board has clearly failed."
For information on TPG-Axon's proposals and on the process for voting
shares in favor of those proposals, go to www.Shareholdersforsandridge.com.
About TPG-Axon Capital
TPG-Axon Capital is a leading global investment firm. Through offices in
New York, London, Hong Kong and Tokyo, TPG-Axon invests across global
markets and asset classes.
TPG-AXON MANAGEMENT LP, TPG-AXON PARTNERS GP, L.P., TPG-AXON GP, LLC,
TPG-AXON PARTNERS, LP, TPG-AXON INTERNATIONAL, L.P., TPG-AXON
INTERNATIONAL GP, LLC, DINAKAR SINGH LLC AND DINAKAR SINGH
(COLLECTIVELY, "TPG-AXON") HAS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC") A DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING
CONSENT CARD TO BE USED TO SOLICIT WRITTEN CONSENTS FROM THE
STOCKHOLDERS OF SANDRIDGE ENERGY, INC. IN CONNECTION WITH TPG-AXON'S
INTENT TO TAKE CORPORATE ACTION BY WRITTEN CONSENT. ALL STOCKHOLDERS OF
SANDRIDGE ENERGY, INC. ARE ADVISED TO READ THE DEFINITIVE CONSENT
STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF WRITTEN
CONSENTS BY TPG-AXON, STEPHEN C. BEASLEY, EDWARD W. MONEYPENNY, FREDRIC
G. REYNOLDS, PETER H. ROTHSCHILD, ALAN J. WEBER AND DAN A. WESTBROOK
(COLLECTIVELY, THE "PARTICIPANTS") FROM THE STOCKHOLDERS OF SANDRIDGE
ENERGY, INC. BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING
ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE
CONSENT STATEMENT AND FORM OF WRITTEN CONSENT HAVE BEEN FURNISHED TO
SOME OR ALL OF THE STOCKHOLDERS OF SANDRIDGE ENERGY, INC. AND ARE, ALONG
WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON THE SEC'S WEB
SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, TPG-AXON WILL PROVIDE COPIES OF THE DEFINITIVE CONSENT
STATEMENT AND ACCOMPANYING CONSENT CARD WITHOUT CHARGE UPON REQUEST.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR
INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE
CONSENT STATEMENT ON SCHEDULE 14A FILED BY TPG-AXON WITH THE SEC ON
JANUARY 18, 2013. THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE
SOURCES INDICATED ABOVE.
MacKenzie Partners, Inc.
Dan Burch or Larry Dennedy, (212)
Anton Nicholas, 203-682-8245
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