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): November 14, 2014
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 1.01 Entry into a Material Definitive Agreement
On November 14, 2014, SandRidge Energy, Inc. (the Company), Bank of America, N.A., as Administrative Agent, Swing Line Lender
and L/C Issuer, and the other Lenders party to the Third Amended and Restated Credit Agreement, dated as of October 22, 2014 (the Credit Agreement), agreed to amend the Credit Agreement and waive any Default that may have arisen
under certain provisions of the Credit Agreement. Among other things, the amendment and waiver:
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requires the Company to deliver, as soon as available, financial statements for the fiscal quarter ending September 30, 2014 prepared in accordance with GAAP that were to be delivered within 45 days after the end
of the fiscal quarter; |
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requires the Company to deliver, on or prior to December 1, 2014, or such later date as agreed by the Company and the Administrative Agent, financial statements for the fiscal quarter ending September 30, 2014
that were to be delivered within 45 days after the end of the fiscal quarter and, to the extent of any adjustments that may be required as a result of the Companys ongoing dialogue with the Staff of the Division of Corporation Finance of the
U.S. Securities and Exchange Commission regarding previously accrued penalties, are not required to be prepared in accordance with GAAP; and |
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waives any Default that may have arisen under Sections 5.05, 5.15, 5.16, 6.01(a), 6.01(b), 6.03 or 6.09 of the Credit Agreement as a result of shifting previously accrued penalties to one or more prior accounting
periods. |
Terms capitalized above 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 Amendment No. 1 to the Credit Agreement and
Waiver, dated as of November 14, 2014, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference in response to this item.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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10.1 |
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Amendment No. 1 to the Third Amended and Restated Credit Agreement and Waiver, dated as of November 14, 2014, among SandRidge Energy, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,
and the other lenders party thereto |
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: November 19, 2014 |
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By: |
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/s/ Eddie M. LeBlanc |
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Eddie M. LeBlanc |
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Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit Number |
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Name of Exhibit |
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10.1 |
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Amendment No. 1 to the Third Amended and Restated Credit Agreement and Waiver, dated as of November 14, 2014, among SandRidge Energy, Inc., Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the
other lenders party thereto |
Exhibit 10.1
Execution Version
AMENDMENT NO. 1 TO THE THIRD AMENDED AND
RESTATED CREDIT AGREEMENT AND WAIVER
AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER (this Amendment and Waiver), dated as
of November 14, 2014, to the Third Amended and Restated Credit Agreement, dated as of October 22, 2014 (as heretofore amended or modified, the Credit Agreement), among SANDRIDGE ENERGY, INC., a Delaware corporation (the
Borrower), each LENDER from time to time party thereto (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer.
W I T N E S S E T H :
WHEREAS, the Borrower is party to a 30-year agreement with Occidental Petroleum Corporation (Occidental) for the delivery
by the Borrower to Occidental of CO2 and the removal of CO2 from the Borrowers delivered natural gas production (the
Occidental CO2 Agreement), and pursuant to the Occidental CO2 Agreement, the Borrower is obligated to pay a penalty
fee to the extent minimum required CO2 delivery volumes are not met (each such penalty fee, an Annual CO2 Penalty);
and
WHEREAS, as a result of the Borrowers ongoing dialogue with the Staff of the Division of Corporation Finance of the U.S.
Securities and Exchange Commission (the SEC), and as disclosed in the Borrowers Form 8-K filed on November 4, 2014 with the SEC (the CO2 Penalty
Reallocation 8-K), some or all of the Annual CO2 Penalties, previously accrued by the Borrower on an annual basis, may be required to be shifted to one or more prior accounting
periods of the Borrower (the CO2 Penalty Reallocation), which could require restatement of and delay the Borrowers periodic financial reports under applicable
Securities Laws; and
WHEREAS, the parties hereto desire to amend the Credit Agreement to provide reasonable extensions to the
Borrowers covenant to deliver financial statements to allow for such financial statements to be prepared in accordance with the CO2 Penalty Reallocation;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the
Credit Agreement has the meaning assigned to such term in the Credit Agreement. Each reference to hereof, hereunder, herein and hereby and each other similar reference and each reference to this
Agreement and each other similar reference contained in the Credit Agreement shall, after this Amendment and Waiver becomes effective, refer to the Credit Agreement as amended hereby.
SECTION 2 Amendment to Section 6.01. Section 6.01(b) of the Credit Agreement is hereby amended by inserting the
following at the end thereof:
provided that, notwithstanding the foregoing, in the case of the fiscal
quarter of the Borrower ending September 30, 2014, the Borrower shall instead deliver to the Administrative Agent and the Lenders (x) as soon as available, the financial statements described above for such fiscal quarter ending
September 30, 2014 and (y) on or prior to December 1, 2014 (or such later date as shall be agreed by the Borrower and the Administrative Agent), the financial statements described above for such fiscal quarter ending
September 30, 2014, it being understood and agreed, however, that such financial statements for such fiscal quarter shall not, to the extent of any adjustments that may be required as a result of the events described in, or contemplated by, the
Borrowers Form 8-K filed with the SEC on November 4, 2014, be required to be prepared in accordance with GAAP (and, accordingly, the certification required to accompany such financial statements for such fiscal quarter may contain a
limitation that, solely to the extent of any adjustments that may be required as a result of the events described in, or contemplated by, the Borrowers Form 8-K filed with the SEC on November 4, 2014, such financial statements were not
prepared in accordance with GAAP);
SECTION 3. Limited Waiver. At the request of the Borrower, the Lenders hereby waive any
Default that may have arisen under Sections 5.05, 5.15, 5.16, 6.01(a), 6.01(b), 6.03 or 6.09 of the Credit Agreement as a result of the CO2 Penalty Reallocation. The waiver granted pursuant to
this Section 3 shall be limited precisely as written, and shall not extend to any Default or Event of Default under the provisions of any Loan Document with respect to any other transaction, event or occurrence, including, specifically, any
transaction, event or occurrence that relates to the CO2 Penalty Reallocation but is not described in, or contemplated by, the CO2
Penalty Reallocation 8-K.
SECTION 4. Representations of Borrower. The Borrower represents and warrants that:
(a) The representations and warranties of the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement and 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 on and as of the Effective Date, 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, as of such earlier date, and except to the extent that such representations and warranties shall not be
true and correct in all material respects as a result of the events described in, or contemplated by, the CO2 Penalty Reallocation 8-K; and
(b) after giving effect to this Amendment and Waiver, no Default or Event of Default will have occurred and be continuing on the Effective
Date.
SECTION 5. Governing Law. This Amendment and Waiver shall be governed by and construed in accordance with the laws of
the State of New York.
SECTION 6. Counterparts. This Amendment and Waiver may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
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SECTION 7. Effectiveness. This Amendment and Waiver shall become
effective on the date when the Administrative Agent shall have received from each of the Borrower and the Required Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to the
Administrative Agent) that such party has signed a counterpart hereof (the Effective Date).
SECTION 8.
Miscellaneous.
(a) This Amendment and Waiver shall constitute a Loan Document under the Credit Agreement.
(b) This Amendment and Waiver, the Credit Agreement and the other Loan Documents constitute the entire contract among the parties relating to
the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, among the parties hereto with respect to the subject matter of this Amendment and Waiver, the Credit Agreement and the other Loan Documents.
(c) Except to the extent hereby amended, the Credit Agreement and each of the other Loan Documents remain in full force and effect and are
hereby ratified and affirmed. This Amendment and Waiver shall be limited precisely as written and shall not be deemed (i) to be a consent granted pursuant to, or a waiver or modification of, any other term or condition of the Credit Agreement
or any of the instruments or agreements referred to therein or (ii) to prejudice any right or rights which the Administrative Agent or any Lender may now have or have in the future under or in connection with the Credit Agreement or any of the
instruments or agreements referred to therein.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Waiver to be duly executed
as of the date first above written.
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SANDRIDGE ENERGY, INC. |
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By: |
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/s/ Eddie LeBlanc III |
Name: |
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Eddie LeBlanc III |
Title: |
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Executive Vice President and |
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Chief Financial Officer |
[Signature Page to
Amendment and Waiver]
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BANK OF AMERICA, N.A., as Administrative Agent and a Lender |
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By: |
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/s/ Michael Clayborne |
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Name: Michael Clayborne |
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Title: Vice President |
[Signature Page to
Amendment and Waiver]
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Barclays Bank PLC |
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By: |
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/s/ May Huang |
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Name: May Huang |
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Title: Assistant Vice President |
[Signature Page to
Amendment and Waiver]
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BOKF, N.A. dba Bank of Oklahoma |
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By: |
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/s/ Mike Weatherholt |
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Name: Mike Weatherholt |
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Title: Vice President |
[Signature Page to
Amendment and Waiver]
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CANADIAN IMPERIAL BANK OF |
COMMERCE, NEW YORK BRANCH |
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By: |
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/s/ Trudy Nelson |
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Name: Trudy Nelson |
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Title: Authorized Signatory |
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By: |
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/s/ Daria Mahoney |
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Name: Daria Mahoney |
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Title: Authorized Signatory |
[Signature Page to
Amendment and Waiver]
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CAPITAL ONE, NATIONAL ASSOCIATION |
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By: |
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/s/ Michael Higgins |
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Name: Michael Higgins |
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Title: Director |
[Signature Page to
Amendment and Waiver]
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CITIBANK, N.A. |
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By: |
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/s/ Peter Kardos |
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Name: Peter Kardos |
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Title: Vice President |
[Signature Page to
Amendment and Waiver]
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COMERICA BANK |
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By: |
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/s/ John S. Lesikar |
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Name: John S. Lesikar |
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Title: Vice President |
[Signature Page to
Amendment and Waiver]
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Compass Bank |
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By: |
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/s/ Ian Payne |
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Name: Ian Payne |
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Title: Vice President |
[Signature Page to
Amendment and Waiver]
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Credit Agricole Corporate and Investment Bank as a Lender |
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By: |
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/s/ Sharada Manne |
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Name: Sharada Manne |
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Title: Managing Director |
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By: |
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/s/ Michael Willis |
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Name: Michael Willis |
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Title: Managing Director |
[Signature Page to
Amendment and Waiver]
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DEUTSCHE BANK AG NEW YORK |
BRANCH, as a Lender |
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By: |
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/s/ Kirk L. Tashjian |
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Name: Kirk L. Tashjian |
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Title: Vice President |
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By: |
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/s/ Peter Cucchiara |
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Name: Peter Cucchiara |
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Title: Vice President |
[Signature Page to
Amendment and Waiver]
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GOLDMAN SACHS BANK USA |
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By: |
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/s/ Michelle Latzoni |
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Name: Michelle Latzoni |
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Title: Authorized Signatory |
[Signature Page to
Amendment and Waiver]
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JPMORGAN CHASE BANK, N.A. |
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By: |
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/s/ Anson D. Williams |
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Name: Anson D. Williams |
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Title: Authorized Officer |
[Signature Page to
Amendment and Waiver]
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KEYBANK NATIONAL ASSOCIATION |
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By: |
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/s/ John Dravenstott |
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Name: John Dravenstott |
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Title: Vice President |
[Signature Page to
Amendment and Waiver]
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MidFirst Bank, as a Lender |
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By: |
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/s/ Steve A. Griffin |
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Name: Steve A. Griffin |
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Title: Senior Vice President |
[Signature Page to
Amendment and Waiver]
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MORGAN STANLEY BANK, N.A. |
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By: |
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/s/ Matthew Meyers |
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Name: Matthew Meyers |
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Title: Authorized Signatory |
[Signature Page to
Amendment and Waiver]
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MUFG UNION BANK, N.A. |
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By: |
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/s/ Rachel Bowman |
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Name: Rachel Bowman |
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Title: Vice President |
[Signature Page to
Amendment and Waiver]
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Natixis, New York Branch |
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By: |
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/s/ Justin Bellamy |
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Name: Justin Bellamy |
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Title: Director |
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By: |
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/s/ Stuart Murray |
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Name: Stuart Murray |
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Title: Managing Director |
[Signature Page to
Amendment and Waiver]
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PNC Bank, NATIONAL ASSOCIATION |
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By: |
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/s/ Sandra Aultman |
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Name: Sandra Aultman |
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Title: Managing Director |
[Signature Page to
Amendment and Waiver]
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Royal Bank of Canada |
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By: |
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/s/ Don J. McKinnerney |
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Name: Don J. McKinnerney |
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Title: Authorized Signatory |
[Signature Page to
Amendment and Waiver]
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SANTANDER BANK, NA |
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By: |
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/s/ Aidan Lanigan |
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Name: Aidan Lanigan |
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Title: SVP |
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By: |
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/s/ Jason Hill |
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Name: Jason Hill |
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Title: SVP |
[Signature Page to
Amendment and Waiver]
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SUNTRUST BANK, as Lender |
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By: |
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/s/ Shannon Juhan |
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Name: Shannon Juhan |
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Title: Vice President |
[Signature Page to
Amendment and Waiver]
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The Bank of Nova Scotia |
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By: |
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/s/ Alan Dawson |
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Name: Alan Dawson |
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Title: Director |
[Signature Page to
Amendment and Waiver]
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UBS AG, STAMFORD BRANCH |
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By: |
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/s/ Lana Gifas |
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Name: Lana Gifas |
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Title: Director |
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By: |
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/s/ Jennifer Anderson |
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Name: Jennifer Anderson |
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Title: Associate Director |
[Signature Page to
Amendment and Waiver]
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Wells Fargo Bank, N.A. |
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By: |
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/s/ Muhammad A. Dhamani |
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Name: Muhammad A. Dhamani |
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Title: Vice President |
[Signature Page to
Amendment and Waiver]