Sandridge Energy, Inc. · NYSE:SD
Sandridge Energy — Proxy Contest (January 2013)
32 slides from Sandridge Energy's proxy contest presentation, Jan 24, 2013
Slide 1: SandRidge Related-Party Land Transactions
EXHIBIT 1 SandRidge Related-Party Land Transactions January 2013
Slide 2: Disclaimer
DISCLAIMER THIS PRESENTATION IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. IT DOES NOT HAVE REGARD TO THE SPECIFIC INVESTMENT OBJECTIVE, FINANCIAL SITUATION, SUITABILITY, OR THE PARTICULAR NEED OF ANY SPECIFIC PERSON WHO MAY RECEIVE THIS PRESENTATION, AND SHOULD NOT BE TAKEN AS ADVICE ON THE MERITS OF
Slide 3: SandRidge Related-Party Land Transactions
SandRidge Related-Party Land Transactions Ø SandRidge claims TPG-Axon has “engaged in a false and misleading campaign and "consent solicitation” filled with half-truths and unsubstantiated statements regarding management, the Board and the Company. TPG-Axon has repeatedly made inflammatory and false
Slide 4: SandRidge Related-Party Land Transactions
SandRidge Related-Party Land Transactions Ø The primary business of the company, as espoused by management, has been the acquisition and development of mineral rights in the areas of the Mississippian Lime formation, in various parts of Oklahoma and Kansas Ø “Over the last several years, your Board
Slide 5: What SandRidge has already disclosed…
What SandRidge has already disclosed… Ø SandRidge has disclosed certain transactions between SandRidge and entities related to Tom Ward and the Ward family, including TLW Land & Cattle and WCT Resources Ø TLW Land & Cattle LP - “an entity in which Mr. Ward has an ownership interest” Ø From the 2012
Slide 6: …but what they have NOT disclosed is startling
…but what they have NOT disclosed is startling Ø Company disclosures have been limited Ø In order to better understand the related party transactions of SandRidge, we engaged investigators to gather additional information for us Ø To obtain this information, it was necessary to directly gather lease
Slide 7: SandRidge Related-Party Land Transactions
SandRidge Related-Party Land Transactions Ø To date, we have discovered that many entities affiliated with the Ward family have been active in acquiring acreage and mineral rights in the Mississippian Lime Ø In particular, TLW Land & Cattle, WCT Resources and 192 Investments are entities that have a
Slide 8: What is WCT Resources?
What is WCT Resources? Ø In response to our investigation and statements regarding our beliefs on this matter, SandRidge added additional disclosure in their consent revocation statement filed on January 7, 2013. Ø “WCT is an independent oil and gas company in which Mr. Ward retains no financial int
Slide 9: Shareholders demand to know!
Shareholders demand to know! Ø What is the exact relationship between SandRidge and WCT Resources, and how has it evolved over time? Ø What resources does WCT have to actively prospect, evaluate and purchase mineral rights in the Mississippian? Ø What information has SandRidge shared with Trent Ward
Slide 10: Examples of Related-Party Land Transactions
Examples of Related-Party Land Transactions 9
Slide 11: Examples of flipping
Examples of flipping Ø SEC disclosure: Ø From the 2012 proxy: “In January 2011, we purchased a portion of the working interest in leases covering acreage in northeast Oklahoma from WCT Resources” Ø What actually happened: Ø On November 30, 2010, WCT Resources leased mineral rights from the Berry fam
Slide 12: Examples of flipping
Examples of flipping Ø SEC disclosure: Ø From the 2011 proxy: “In September 2010, we purchased a portion of the working interest in leases covering acreage in northeast Oklahoma from WCT Resources” Ø What actually happened: Ø On April 6, 2010, WCT Resources leased mineral rights from the Lushabaugh,
Slide 13: Examples of flipping
Examples of flipping Ø SEC disclosure: Ø From the 2013 consent revocation statement: “In May 2012 and August 2012, we purchased a portion of the working interest in leases covering acreage in northern Oklahoma from WCT Resources” Ø What actually happened: Ø On May 20, 2005, TLW Land & Cattle purchas
Slide 14: Examples of flipping
Examples of flipping Ø SEC disclosure: Ø From the 2013 consent revocation statement: “In May 2012 and August 2012, we purchased a portion of the working interest in leases covering acreage in northern Oklahoma from WCT Resources” Ø What actually happened: Ø On August 5, 2008, TLW Land & Cattle purch
Slide 15: Examples of flipping
Examples of flipping Ø SEC disclosure: Ø From the 2009 proxy: “WCT Resources L.L.C., a limited liability company for the benefit of Mr. Ward’s children, participated as a working interest owner in our development of the area” Ø What actually happened: Ø On October 1, 2007, WCT Resources leased miner
Slide 16: Examples of flipping
Examples of flipping Ø SEC disclosure: Ø From the 2009 proxy: “In April 2007, we leased the minerals under a certain area in Woods County, Oklahoma from TLW Land & Cattle” Ø What actually happened: Ø On March 10, 2005, TLW Land & Cattle purchased land and mineral rights from Jane Purnell in Woods Co
Slide 17: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On June 20, 2011, Bent Tree Properties assigned mineral rights to WCT Resources in Barber County, Kansas¹ We believe Bent Tree Properties is a company that provides land acquisition services. Land acquisition
Slide 18: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On June 6, 2011 to July 5, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192 Investments in Barber County, Kansas¹ Ø (2) Two weeks later, on July 25, 2011, Continental Land Resources
Slide 19: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On December 12, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192 Investments in Thomas County, Kansas¹ Ø (2) Four months later, on April 3, 2012, Manhattan EnergyOne assigned mineral
Slide 20: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On January 4, 2012 and February 29, 2012, Bent Tree Properties assigned mineral rights to WCT Resources and 192 Investments in Thomas County, Kansas¹ Ø (2) Two months later, on April 3, 2012, Manhattan EnergyO
Slide 21: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On December 19, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192 Investments in Thomas County, Kansas¹ Ø (2) Four months later, on April 3, 2012 and July 1, 2012, Manhattan EnergyOne
Slide 22: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On November 21, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192 Investments in Thomas County, Kansas¹ Ø (2) Five months later, on April 3, 2012, Manhattan EnergyOne assigned mineral
Slide 23: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On December 19, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192 Investments in Thomas County, Kansas¹ Ø (2) Four months later, on April 3, 2012, Manhattan EnergyOne assigned mineral
Slide 24: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On December 12, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192 Investments in Thomas County, Kansas¹ Ø (2) Four months later, on April 3, 2012, Manhattan EnergyOne assigned mineral
Slide 25: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On December 19, 2011, Bent Tree Properties assigned mineral rights to WCT Resources and 192 Investments in Thomas County, Kansas¹ Ø (2) Four months later, on April 3, 2012, Manhattan EnergyOne assigned mineral
Slide 26: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On December 22, 2011, TS Dudley Land Company assigned mineral rights to SandRidge in Finney County, Kansas¹ Ø (2) Eleven months later, on November 13, 2012, Sullivan Land Resources assigned mineral rights to W
Slide 27: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On January 3, 2012, Bent Tree Properties acquired mineral rights in Sherman County, Kansas¹ Ø (2) Two months later, on March 28, 2012, Stable Energy Resources assigned mineral rights to SandRidge in adjacent a
Slide 28: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On January 3, 2012, Bent Tree Properties acquired mineral rights in Sherman County, Kansas¹ Ø (2) Two months later, on March 28, 2012, Stable Energy Resources assigned mineral rights to SandRidge in adjacent a
Slide 29: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On January 3, 2012, Bent Tree Properties acquired mineral rights in Sherman County, Kansas¹ Ø (2) Two months later, on March 28, 2012, Stable Energy Resources assigned mineral rights to SandRidge in adjacent a
Slide 30: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On November 30, 2011, Continental Land Resources acquired mineral rights in Wallace County, Kansas¹ Ø (2) Four months later, on March 28, 2012, Stable Energy Resources assigned mineral rights to SandRidge in a
Slide 31: Examples of adjacent acquisitions
Examples of adjacent acquisitions Ø SEC disclosure: Ø None Ø What actually happened: Ø (1) On January 13, 2011, Sam B. Rose Oil & Gas assigned mineral rights to WCT Resources in Cowley County, Kansas¹ Ø (2) Nine months later, on September 28, 2011, the Kaufman family assigned mineral rights to SandR
Slide 32: Appendix: Oil & Gas Leases
Appendix: Oil & Gas Leases Ø Oil & gas leases in Oklahoma and Kansas are organized by 640-acre sections, which are found within townships and ranges Ø The nomenclature is Section - Township - Range. For example, Barber County 12-30S-11W means Section 12, Township 30 South, Range 11 West Ø In our dia