SANDRIDGE ENERGY, INC. (NYSE:SD) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The information set forth under “Item 1.01 Material Modification to Rights of Security Holders” of this Current Report on Form 8-K with respect to the entry into the Rights Agreement (as described below) is incorporated into this Item 1.01 by reference.
Item 1.01 Material Modification to Rights of Security Holders.
SandRidge Energy, Inc., a Delaware corporation (the “Company”), entered into an amendment, effective as of January22, 2018 (the “Amendment”), to the Stockholder Rights Agreement, dated as of November26, 2017 (the “Rights Agreement”), between the Company and American Stock Transfer& Trust Company, LLC, as Rights Agent (the “Rights Agent”).The Amendment amended the Rights Agreement so that each reference to “10%” in the Rights Agreement was changed to “15%.”As a result, among other changes, the defined term “Acquiring Person” in the Rights Agreement is now defined as being a person or group of affiliated or associated persons who, at any time after the date of the Rights Agreement, have acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the Company’s outstanding shares of common stock, rather than 10% or more of the Company’s outstanding shares of common stock.
The Amendment also provides for changes to the definition of “Beneficial Ownership” so that the definition of this term no longer includes persons “Acting in Concert,” as such term was previously defined in the Rights Agreement.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference in its entirety.
Item 1.01. Regulation FD Disclosure.
On January23, 2018, the Company issued a press release. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 1.01 Financial Statements and Exhibits.
(d)Exhibits.
SANDRIDGE ENERGY INC ExhibitEX-4.1 2 d511604dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 FIRST AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT THIS FIRST AMENDMENT TO THE STOCKHOLDER RIGHTS AGREEMENT (this “Amendment”) is entered into effective as of January 22,…To view the full exhibit click here
