(Mark One) | ||
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2007 |
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OR |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Delaware | 20-8084793 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1601 N.W. Expressway, Suite 1600, Oklahoma | ||
City, Oklahoma | 73118 | |
(Address of principal executive offices) | (Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, $0.001 par value | New York Stock Exchange |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
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SANDRIDGE ENERGY, INC. |
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By | /s/ Tom L. Ward | |||
Tom L. Ward, Chairman of the Board and Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Tom L. Ward
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President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer) | March 7, 2008 | ||
/s/ Dirk M. Van Doren
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Chief Financial Officer and Executive Vice President (Principal Financial Officer) | March 7, 2008 | ||
/s/ Randall D. Cooley
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Senior Vice President Accounting (Principal Accounting Officer) | March 7, 2008 | ||
/s/ Dan Jordan
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Director | March 7, 2008 | ||
/s/ Bill Gilliland
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Director | March 7, 2008 | ||
/s/ Roy T. Oliver, Jr.
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Director | March 7, 2008 | ||
/s/ Stuart W. Ray
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Director | March 7, 2008 | ||
/s/ D. Dwight Scott
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Director | March 7, 2008 | ||
/s/ Jeff Serota
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Director | March 7, 2008 |
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SANDRIDGE ENERGY, INC. |
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By | /s/ Tom L. Ward | |||
Tom L. Ward, | ||||
Chairman of the Board and Chief Executive Officer | ||||
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Filed Herewith (*) or | ||||||||
Exhibit | Incorporated by | File | ||||||
Number | Description | Reference to Exhibit No. | Number | |||||
3.1 | Certificate of Incorporation
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3.1 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
3.2 | Certificate of Designation of convertible preferred stock
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3.2 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
3.3 | Bylaws
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3.3 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.1 | Specimen Stock Certificate representing common stock
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4.1 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.2 | Resale Registration Rights Agreement, dated December 21,
2005, by and between SandRidge Energy, Inc. (as
successor by merger to Riata Energy, Inc.) and Banc of
America Securities, LLC
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4.2 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.2.1 | Form of Consent to Amend December 21, 2005 Resale
Registration Rights Agreement, dated June 13, 2006
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4.11 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.2.2 | Form of Consent to Amend December 21, 2005 Resale
Registration Rights Agreement, dated April 23, 2007
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4.12 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.2.3 | Form of Consent to Amend December 21, 2005 Resale
Registration Rights Agreement, dated October 4, 2007
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4.13 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.3 | Registration Rights Agreement, dated November 21, 2006,
by and among SandRidge Energy, Inc. (as successor by
merger to Riata Energy, Inc.) and the Purchasers party
thereto
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4.3 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.3.1 | Form of Consent to Amend November 21, 2006 Registration
Rights Agreement, dated October 4, 2007
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4.14 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.4 | Securities Purchase Agreement, dated November 21, 2006,
by and among SandRidge Energy, Inc. (as successor by
merger to Riata Energy, Inc.) and the Purchasers party
thereto
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4.4 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.5 | Specimen Stock Certificate representing convertible preferred stock |
4.5 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.6 | Form of Warrant to Purchase Convertible Preferred Stock
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4.6 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.7 | Amended and Restated Shareholders Agreement, dated April
4, 2007, among SandRidge Energy, Inc. (as successor by
merger to Riata Energy, Inc.) and certain shareholders
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4.7 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.8 | Registration Rights Agreement, dated March 20, 2007, by
and among SandRidge Energy, Inc. and the several
purchasers party thereto
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4.8 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.8.1 | Form of Consent to Amend March 20, 2007 Registration
Rights Agreement, dated October 4, 2007
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4.15 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 |
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Filed Herewith (*) or | ||||||||
Exhibit | Incorporated by | File | ||||||
Number | Description | Reference to Exhibit No. | Number | |||||
4.9 | Stock Purchase Agreement, dated February 12, 2007, by and
among SandRidge Energy, Inc. and each of the investors
signatory thereto
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4.9 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
4.10 | Shareholders Agreement, dated March 20, 2007, by and among
SandRidge Energy, Inc. and certain common shareholders
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4.10 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.1 | Executive Nonqualified Excess Plan# |
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10.2 | 2005 Stock Plan of SandRidge Energy, Inc.
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10.2 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.2.1 | Form of Restricted Stock Award Agreement under 2005 Stock
Plan# |
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10.3 | Employment Participation Plan of SandRidge Energy, Inc.
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10.3 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.4 | Well Participation Plan of SandRidge Energy, Inc
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10.4 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.5.1 | Employment Agreement of Tom L. Ward, dated June 8, 2006
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10.11 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.5.2 | Employment Agreement of Larry K. Coshow, dated September 2,
2006
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10.12 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.6 | Form of Indemnification Agreement for directors and officers
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10.5 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.7 | Senior Credit Facility, dated November 21, 2006, by and
among SandRidge Energy, Inc. (as successor by merger to
Riata Energy, Inc.) and Bank of America, N.A., as
Administrative Agent and Banc of America Securities LLC as
Lead Arranger and Book Running Manager
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10.6 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.7.1 | Amendment No. 1 to Senior Credit Facility, dated November
21, 2006 by and among SandRidge Energy, Inc.
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10.9 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.7.2 | Amendment No. 2 to Senior Credit Facility, dated November
21, 2006
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10.10 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.8 | Senior Bridge Facility, dated November 21, 2006, by and
among SandRidge Energy, Inc. (as successor by merger to
Riata Energy, Inc.) and Banc of America Bridge LLC, as the
Initial Bridge Lender and Banc of America Securities LLC,
Credit Suisse Security, Goldman, Sachs Credit Partners
L.P., and Lehman Brothers, Inc. as joint lead arrangers and
book runners
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10.7 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.9 | Credit Agreement, dated March 22, 2007 by and among
SandRidge Energy, Inc. and Bank of America, N.A., as
Administrative Agent and Banc of America Securities LLC as
Lead Arranger
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10.8 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.10 | Partnership Interest Purchase Agreement, dated November 21,
2005 by and among Riata Energy, Inc. and Matthew McCann
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10.13 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.11 | Purchase and Sale Agreement, dated December 4, 2005 by and
between Gillco Energy, LP, as Seller and Riata Energy,
Inc., Riata Piceance, LLC, MidContinent Resources, LLC, and
ROC Gas Company, as Buyer
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10.14 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 |
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Filed Herewith (*) or | ||||||||
Exhibit | Incorporated by | File | ||||||
Number | Description | Reference to Exhibit No. | Number | |||||
10.12 | Purchase and Sale Agreement, dated December 4, 2005
by and between Wallace Jordan, LLC and Daniel White
Jordan, as Sellers and Riata Energy, Inc., Sierra
Madera CO 2 Pipeline, LLC, Riata Piceance, LLC, and
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10.15 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
ROC Gas Company, as Buyers |
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10.13 | Purchase and Sale Agreement, dated August 29, 2006 by
and among Alsate Management and Investment Company
and Longfellow Ranch Partners, LP
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10.16 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.14 | Purchase and Sale Agreement, dated June 7, 2007 by
and between Wallace Jordan, LLC and SandRidge Energy,
Inc.
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10.17 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.15 | Office Lease Agreement, dated March 6, 2006 by and
between 1601 Tower Properties, L.L.C. and Riata
Energy, Inc.
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10.18 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.15.1 | First Amendment, dated October 19, 2006 to Office
Lease Agreement, dated March 6, 2006
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10.19 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
10.16 | Letter Agreement for Acquisition of Properties, dated
September 21, 2007 by and between SandRidge Energy,
Inc., Longfellow Energy, LP, Dalea Partners, LP and
N. Malone Mitchell, 3rd
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10.21 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
21.1 | Subsidiaries of SandRidge Energy, Inc.
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21.1 to Registration Statement on Form S-1 filed on January 30, 2008 | 333-148956 | |||||
23.1 | Consent of PricewaterhouseCoopers LLP# |
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23.2 | Consent of DeGolyer and MacNaughton# |
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23.3 | Consent of Netherland, Sewell & Associates, Inc.# |
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23.4 | Consent of Harper & Associates, Inc.# |
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31.1 | Section 302 Certification Chief Executive Officer##
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* | ||||||
31.2 | Section 302 Certification Chief Financial Officer##
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* | ||||||
32.1 | Section 906 Certifications of Chief Executive Officer
and Chief Financial Officer# |
| Management contract or compensatory plan or arrangement | |
# | Filed or furnished as an Exhibit to our Original Form 10-K filed March 7, 2008. | |
## | Our original Section 302 certifications pursuant to Rule 13a-14(a) are filed with our Original Form 10-K filed March 7, 2008. The certifications filed with this amendment are limited to the matters addressed herein. |
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