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): July 23, 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 |
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(Zip Code) |
Registrant’s 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 23, 2015, SandRidge Energy, Inc. (the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that it was
not in compliance with the continued listing standards set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s common stock was less than $1.00 over a consecutive 30 trading-day
period.
The Company intends to notify the NYSE by August 6, 2015 that it intends to cure the deficiency and to return to compliance with the NYSE
continued listing requirement. The Company can avoid delisting if, during the six-month period following receipt of the NYSE notice, on the last trading-day of any calendar month, the Company’s common stock has a closing share price of at least
$1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading-day of that month. The Company intends to consider available alternatives, potentially including a reverse stock split, in order to
cure the stock price deficiency and return to compliance with the NYSE continued listing requirement. Under the NYSE’s rules, if the Company determines that it will cure the stock price deficiency by taking an action that will require approval
by its shareholders at the next annual meeting of shareholders, such as a reverse stock split, the six-month period described above will extend to shortly after such annual meeting.
If the Company’s common stock ultimately were to be delisted for any reason, including failure to regain compliance with Section 802.01C of the NYSE
Listed Company Manual, it could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire the Company’s common
stock, which could further harm the performance of the Company’s common stock and negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer
and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.
Under the NYSE rules, the Company’s common stock will continue to be traded on the NYSE during this period, subject to the Company’s compliance with
other continued listing requirements.
Item 7.01 Regulation FD Disclosure.
As required by Section 802.01C of the NYSE Listed Company Manual, the Company issued a press release on July 27, 2015, announcing that it had
received the notice of noncompliance with the NYSE’s continued listing standard. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by
reference.
| Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits
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99.1 |
Press release issued July 27, 2015 announcing notice from New York Stock Exchange |
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: July 27, 2015 |
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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
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Name of Exhibit |
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| 99.1 |
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Press release issued July 27, 2015 announcing notice from New York Stock Exchange |
Exhibit 99.1
SandRidge Energy, Inc. Announces Receipt of Notice from NYSE Regarding Continued Listing Standards
OKLAHOMA CITY, July 27, 2015 /PRNewswire/ — SandRidge Energy, Inc. (NYSE: SD) (the “Company”) announced today that it has fallen below the
New York Stock Exchange (“NYSE”) continued listing requirement that the average closing price of a listed company’s common stock be above $1.00 per share, calculated over a period of 30 consecutive trading days. The Company received
notice from the NYSE on July 23, 2015 regarding the deficiency.
Under the NYSE standards, the Company can avoid delisting if, during the six-month
period following receipt of the NYSE notice, on the last trading-day of any calendar month, the Company’s common stock has a closing price per share and a 30 trading-day average closing share price of at least $1.00. The Company intends to
consider available alternatives, potentially including a reverse stock split, in order to cure the stock price deficiency and return to compliance with the NYSE continued listing requirement. Under the NYSE’s rules, if the Company determines
that it will cure the stock price deficiency by taking an action that will require approval by its shareholders at the next annual meeting of shareholders, such as a reverse stock split, the six month period described above will extend to shortly
after such annual meeting.
During this period, the Company’s common stock will continue to be traded on the NYSE, subject to compliance with other
continued listing requirements.
The NYSE notification does not affect the Company’s business operations or its SEC reporting requirements and does
not conflict with or cause an event of default under any of the Company’s material debt or other agreements.
Furthermore, the NYSE notice does not
concern its requirement that a listed company have a market capitalization of at least $50 million. Based on the closing price of the Company’s common stock on July 24, 2015, the Company’s market capitalization was approximately $292
million. Any action such as a reverse stock split would not be expected to affect the Company’s market capitalization.
Cautionary Note
to Investors – This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements express a belief, expectation or intention and are generally accompanied by words that convey projected future events or outcomes. The forward-looking statements include a description of our intention to consider
alternatives to cure the NYSE continued listing requirement deficiency. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical
trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject
to a number of risks and uncertainties, including the volatility of oil and natural gas prices, our success in discovering, estimating, developing and replacing oil and natural gas reserves, actual decline curves and the actual effect of adding
compression to natural gas wells, the availability and terms of capital, the ability of counterparties to transactions with us to meet their obligations, our timely execution of hedge transactions, credit conditions of global capital markets,
changes in economic conditions, the amount and timing of future development costs, the availability and demand for alternative energy sources, regulatory changes, including those related to carbon dioxide and greenhouse gas emissions, and other
factors, many of which are beyond our control. We refer you to the discussion of risk factors in Part I, Item 1A – “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2014. All of the
forward-looking statements made in this press release are qualified by these cautionary statements. The actual results or developments anticipated may not be realized or, even if substantially realized, they may not have the expected
consequences to or effects on our Company or our business or operations. Such statements are not guarantees of future performance and actual results or developments may differ materially from
those projected in the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements.
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
M. Grubert
EVP – Investor Relations and Strategy
SandRidge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, OK 73102
+1 (405) 429-5515