OKLAHOMA CITY, Oct. 4, 2016 /PRNewswire/ -- SandRidge
Energy, Inc. ("SandRidge" or the "Company") (NYSE:SD) today
announced it has emerged from Chapter 11, having satisfied all the
necessary provisions of its Plan of Reorganization (the "Plan").
SandRidge received approval to relist on the New York Stock
Exchange in conjunction with its emergence and resumed trading of
newly issued common stock on October 4,
2016, under the ticker symbol "SD".
Combining its unrestricted cash balance with the availability
under its first lien credit facility following emergence, SandRidge
exits its restructuring with approximately $525 million in total liquidity.
New Capital Structure Summary
SandRidge's new capital structure consists of a $425 million first lien revolving credit facility
("RBL") (maturing in 2020) and approximately $282 million in mandatorily convertible notes,
bearing no interest and converting at any time at the option of the
holders or mandatorily at the earlier of certain events or four
years from the effective date of the Plan. As previously disclosed,
SandRidge's pre-petition second lien secured and general unsecured
claim holders receive 100% of the newly issued common equity in the
reorganized company. A summary of the Company's new capital
structure is presented below:
Unrestricted Cash
- $100 million pro forma for
emergence payments (including expected post-emergence repayment of
RBL)
New Revolving Credit Facility
- $425 million borrowing base
- Undrawn (after expected post-emergence repayment with cash on
hand)1
- No financial covenants or borrowing base redeterminations for
two years
- LIBOR (100 bps floor) + 475 bps rate
Mandatorily Convertible Notes
- $281,780,873 in principal amount
of 0.00% Convertible Senior Subordinated Notes due 2020 (the
"Convertible Notes") which gives effect to the election of certain
holders to receive common stock on the effective date instead of
the Convertible Notes
- Initially convertible at the option of the holder based on an
initial conversion rate of 0.05330841 shares of the Company's
common stock per $1.00 principal
amount or 15,021,291 shares, subject to customary anti-dilution
adjustments
- The Convertible Notes will mature and mandatorily convert into
the Company's common stock on October 4,
2020. In addition, the Company is required to convert all
outstanding Convertible Notes upon certain events.
- No interest
- Upon the occurrence of certain events, including any
acceleration, repayment or prepayment of the Convertible Notes
(including any optional redemption), the Company will be required
to pay a make-whole amount of $0.783478 (the "Make-Whole Amount") for each
$1.00 in principal amount. The
conversion rate will be automatically adjusted such that the
Convertible Notes convert into the same percentage of common stock
before and after such event.
Building Note
- $35 million note secured by
mortgages on the Company's headquarters facility and certain other
non-oil and gas real property, with interest payable in kind
through the earlier of August 4, 2020
or events related to the refinancing or repayment of the New First
Lien Exit Facility
Common Equity
- 19,371,229 shares of common stock issued at emergence,
including 971,231 shares issued and outstanding to give effect to
the election of certain holders to receive common stock on the
effective date instead of the Convertible Notes
Warrants
- 4,913,251 warrants to purchase common stock at $41.34 strike price expiring on October 4, 2022
- 2,068,690 warrants to purchase common stock at $42.03 strike price expiring on October 4, 2022
1)
|
Excludes
approximately $10 million of letters of credit
|
Pro Forma Capital Structure Details
In accordance with the Plan, approximately $3.7 billion in pre-petition funded debt has been
eliminated, in large part, through the equitization of debt.
Details of the Company's pro forma capital structure and liquidity
are outlined here below:
|
|
|
|
Pro Forma Capital
Structure after Emergence
|
$
Millions
|
|
|
Debt at Principal
Value
|
as of Jun 30,
2016
|
Restructuring
|
Pro Forma
as of Oct 4, 2016
|
|
|
|
|
|
|
|
|
Building
Note1
|
$
-
|
$
35
|
$
35
|
8.75% Second
Lien Secured Notes due 2020
|
1,328
|
(1,328)
|
-
|
|
|
|
|
Unsecured
Notes:
|
|
|
|
8.75% Senior
Unsecured Notes due 2020
|
$
396
|
$
(396)
|
$
-
|
7.50% Senior
Unsecured Notes due 2021
|
758
|
(758)
|
-
|
8.125% Senior
Unsecured Notes due 2022
|
528
|
(528)
|
-
|
7.50% Senior
Unsecured Notes due 2023
|
544
|
(544)
|
-
|
Sub-Total Unsecured
Notes
|
$
2,225
|
$
(2,225)
|
$
-
|
|
|
|
|
Unsecured Convertible
Notes:
|
|
|
|
8.125% Senior
Unsecured Convertible Notes due 2022
|
$
41
|
$
(41)
|
$
-
|
7.50% Senior
Unsecured Convertible Notes due 2023
|
47
|
(47)
|
-
|
Total Debt (Excl.
RBL)2
|
$
3,641
|
$
(3,606)
|
$
35
|
|
|
|
|
0.00%
Convertible Senior Subordinated Notes Due
20203
|
$
-
|
$
282
|
$
282
|
Total Debt (Excl.
RBL) and Mandatorily Convertible Notes and Building Note
|
$
3,641
|
$
(3,324)
|
$
317
|
|
|
|
|
Liquidity
|
|
|
|
RBL Borrowing
Base4
|
$
500
|
$
(75)
|
$
425
|
|
|
|
|
RBL
Available
|
-
|
425
|
425
|
Cash
|
634
|
(534)
|
100
|
Total
Liquidity
|
$
634
|
$
(109)
|
$
525
|
|
|
|
|
|
1)
|
Secured by mortgages
on the Company's headquarters facility and certain other non-oil
and gas real property
|
|
|
2)
|
$3.7 billion of total
debt reduction includes $89 million of accrued interest not
presented above net of new $35 million
Building Note and $10
million of cash consideration
|
|
|
3)
|
Make-Whole Amount
applicable if note accelerated following an event of default or
redeemed at the option of the Company
|
|
|
4)
|
Excludes
approximately $10 million of letters of credit
|
New Board of Directors
Pursuant to the Plan, SandRidge has appointed a new Board of
Directors effective today. The new Board of Directors consists of
five members including: James
Bennett, Michael Bennett,
John Genova, William (Bill) Griffin, and David Kornder.
Listing on the NYSE
In connection with its emergence, SandRidge also received
approval from the New York Stock Exchange ("NYSE") for its common
stock to be listed for trading on the NYSE. The common stock
began trading on the NYSE on October
4, 2016. The trading symbol for the common stock is
"SD," which is the same trading symbol used for the Company's
common stock when it previously was listed on the NYSE. In
connection with its application to list on the NYSE, the
Company relied on adjustments to its historical financial data,
which were included in its application and are available to
the public upon request.
Details of the restructuring, the securities issued pursuant to
the Plan and the debt and other agreements entered into as part of
the Plan will be provided in a Form 8-K and other filings filed or
to be filed with the Security and Exchange Commission. You can get
these documents for free by visiting EDGAR at the SEC website at
www.sec.gov.
In addition, court filings and other documents related to the
restructuring are available on a separate website administered by
the Company's claims agent, Prime Clerk, at
https://cases.primeclerk.com/sandridge.
About SandRidge Energy, Inc.
SandRidge Energy, Inc. 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
U.S. Mid-Continent and Niobrara Shale.
For further information, please contact:
Duane M. Grubert
EVP – Investor Relations and Strategy
SandRidge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, OK 73102-6406
(405) 429-5515
Forward-Looking Statements
In this press release, all statements that are not purely
historical facts are forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements
may be identified by the words "believe," "expect," "anticipate,"
"project," "plan," "estimate," "intend," "potential" and other
similar expressions. Forward-looking statements are based on
currently available business, economic, financial and other
information and reflect management's current beliefs, expectations
and views with respect to future developments and their potential
effects on SandRidge. Actual results could vary materially
depending on risks and uncertainties that may affect SandRidge and
its business. SandRidge's actual actions and results may
differ materially from what is expressed or implied by these
statements due to a variety of factors, including (a) the ability
of SandRidge to perform well and compete effectively upon its
emergence from bankruptcy, (b) the impact of restrictions in
SandRidge 's exit financing on its ability to make capital
investments and pursue strategic growth opportunities, (c) the
ability of SandRidge to continue to attract and retain qualified
employees following emergence, and (d) other risks and
uncertainties listed from time to time in SandRidge's filings with
the Securities and Exchange Commission. SandRidge assumes no
obligation to update any forward-looking statement made in this
press release to reflect subsequent events or circumstances or
actual outcomes.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/sandridge-energy-emerges-from-reorganization-with-approximately-525-million-of-liquidity-300339069.html
SOURCE SandRidge Energy, Inc.