SANDRIDGE ENERGY INC

Proxy Solicitation & Information Statement • Feb 8, 2013

DFAN14A 1 p13-0546dfan14a.htm SANDRIDGE ENERGY, INC.

SCHEDULE 14A

Consent Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [x]

Check the appropriate box:

| [ ] | Preliminary
Consent Statement |
| --- | --- |
| [ ] | Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [ ] | Definitive Consent
Statement |
| [X] | Definitive Additional
Materials |
| [ ] | Soliciting Material
Pursuant to § 240.14a-12 |

SandRidge Energy, Inc.

(Name of Registrant as Specified In Its Charter)

TPG-Axon Management LP

TPG-Axon Partners GP, L.P.

TPG-Axon GP, LLC

TPG-Axon Partners, LP

TPG-Axon International, L.P.

TPG-Axon International GP, LLC

Dinakar Singh LLC

Dinakar Singh

Stephen C. Beasley

Edward W. Moneypenny

Fredric G. Reynolds

Peter H. Rothschild

Alan J. Weber

Dan A. Westbrook

(Name of Person(s) Filing Consent Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

| [X] | No fee
required. |
| --- | --- |
| [ ] | Fee computed on table
below per Exchange Act Rule 14a-6(i)(4) and 0-11. |

1) Title of each class of securities to which transaction applies:

Field: Page; Sequence: 2

Field: /Page

2) Aggregate number of securities to which transaction applies:

Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

| 4) | Proposed maximum
aggregate value of transaction: |
| --- | --- |
| 5) | Total fee paid: |

[ ] Fee paid previously with preliminary materials.

| [
] |
| --- |
| which
the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing. |

| 1) | Amount
Previously Paid: |
| --- | --- |
| 2) | Form, Schedule or
Registration Statement No.: |
| 3) | Filing Party: |
| 4) | Date Filed: |

Field: Page; Sequence: 3

Field: /Page

On February 8, 2013, the following e-mail was sent to several media sources on behalf of TPG-Axon Management LP and its affiliates in response to inquiries regarding the Current Report on Form 8-K filed by SandRidge Energy, Inc. on February 8, 2013:

[Salutation],

Below please find a response statement from TPG-Axon regarding the 8-K filed by SandRidge Energy, Inc. this morning.

“As the analysis in our February 7, 2013 presentation indicates, we have never believed bondholders would look to tender. We are shocked that the Board of Directors would need a financial adviser to point this out - yet another poor use of shareholder money - and more to the point, that the directors would, in the first place, use the threat of defaulting bonds as what we believe to be a scare tactic in an attempt to protect their positions. We believe that it’s simply not enough to recognize the reality in an 8-K. As we have said all along, it’s time for real change at SandRidge to get the company on the right track and focused on delivering value to its shareholders.”

Regards,

[Name]