biaggio Posted November 17, 2012 Share Posted November 17, 2012 Here is an interesting article by Devon Shire, who posts on this board, but under a different name (that I can't remember :( ) http://seekingalpha.com/article/1015741-sandridge-shareholders-don-t-owe-ceo-ward-any-favors Here is an interesting point that I wasn't aware of.... One fact summarizes the appalling corporate governance practices of SandRidge - despite the single worst stock performance of any energy company, and among the worst stock performances in the entire US market, and massive discounts applied to the company because of management…payments to Mr. Ward from the company have totaled approximately $150 million over the past five years (astonishing, given the $3 billion market capitalization of the company). - The most disturbing example has been the Executive Well Participation Plan, (similar to the founder well participation policy at Chesapeake Energy that caused enormous outrage earlier this year). When concerns regarding Mr. Ward's ties to Chesapeake Energy arose this spring, Mr. Ward repeatedly asserted to us, other shareholders, and the media that SandRidge was different, and that over time he and the company recognized the inappropriateness of this practice, and eliminated it to avoid any appearance of impropriety. We investigated his claims, and were appalled by what we found. It is true that SandRidge has eliminated their Executive Well Participation Plan. However, they did so immediately after the market collapse in October 2008, by then paying over $67 million to Mr. Ward, even as 1) markets were collapsing, and 2) the company had less than $1 million in cash and was facing real risk of bankruptcy. cheers Zorro That sounds pretty bad. I am surprised that he is supported by the folks at FFH. Perhaps there is another side to the story. Link to comment Share on other sites More sharing options...
alertmeipp Posted November 18, 2012 Share Posted November 18, 2012 Here is an interesting article by Devon Shire, who posts on this board, but under a different name (that I can't remember :( ) http://seekingalpha.com/article/1015741-sandridge-shareholders-don-t-owe-ceo-ward-any-favors Here is an interesting point that I wasn't aware of.... One fact summarizes the appalling corporate governance practices of SandRidge - despite the single worst stock performance of any energy company, and among the worst stock performances in the entire US market, and massive discounts applied to the company because of management…payments to Mr. Ward from the company have totaled approximately $150 million over the past five years (astonishing, given the $3 billion market capitalization of the company). - The most disturbing example has been the Executive Well Participation Plan, (similar to the founder well participation policy at Chesapeake Energy that caused enormous outrage earlier this year). When concerns regarding Mr. Ward's ties to Chesapeake Energy arose this spring, Mr. Ward repeatedly asserted to us, other shareholders, and the media that SandRidge was different, and that over time he and the company recognized the inappropriateness of this practice, and eliminated it to avoid any appearance of impropriety. We investigated his claims, and were appalled by what we found. It is true that SandRidge has eliminated their Executive Well Participation Plan. However, they did so immediately after the market collapse in October 2008, by then paying over $67 million to Mr. Ward, even as 1) markets were collapsing, and 2) the company had less than $1 million in cash and was facing real risk of bankruptcy. cheers Zorro That sounds pretty bad. I am surprised that he is supported by the folks at FFH. Perhaps there is another side to the story. I was also surprised when I realized FFH work with RFP to get FBK at 1$ and rejected MERC's offer @ 1.4... thinking back, I don't really know Prem or any folks in FFH other than a few CCs, so I should not be surprised. Link to comment Share on other sites More sharing options...
plato1976 Posted November 18, 2012 Share Posted November 18, 2012 Agree that some of Ward 's past behavior at SD had ethical problem; no idea why FFH is still tolerant Here is an interesting article by Devon Shire, who posts on this board, but under a different name (that I can't remember :( ) http://seekingalpha.com/article/1015741-sandridge-shareholders-don-t-owe-ceo-ward-any-favors Here is an interesting point that I wasn't aware of.... One fact summarizes the appalling corporate governance practices of SandRidge - despite the single worst stock performance of any energy company, and among the worst stock performances in the entire US market, and massive discounts applied to the company because of management…payments to Mr. Ward from the company have totaled approximately $150 million over the past five years (astonishing, given the $3 billion market capitalization of the company). - The most disturbing example has been the Executive Well Participation Plan, (similar to the founder well participation policy at Chesapeake Energy that caused enormous outrage earlier this year). When concerns regarding Mr. Ward's ties to Chesapeake Energy arose this spring, Mr. Ward repeatedly asserted to us, other shareholders, and the media that SandRidge was different, and that over time he and the company recognized the inappropriateness of this practice, and eliminated it to avoid any appearance of impropriety. We investigated his claims, and were appalled by what we found. It is true that SandRidge has eliminated their Executive Well Participation Plan. However, they did so immediately after the market collapse in October 2008, by then paying over $67 million to Mr. Ward, even as 1) markets were collapsing, and 2) the company had less than $1 million in cash and was facing real risk of bankruptcy. cheers Zorro That sounds pretty bad. I am surprised that he is supported by the folks at FFH. Perhaps there is another side to the story. I was also surprised when I realized FFH work with RFP to get FBK at 1$ and rejected MERC's offer @ 1.4... thinking back, I don't really know Prem or any folks in FFH other than a few CCs, so I should not be surprised. Link to comment Share on other sites More sharing options...
Zorrofan Posted November 19, 2012 Share Posted November 19, 2012 I'm guessing that Sandridge is in play or at the very least there are big changes coming. Mount Kellett has sent a letter to Sandridge...... http://finance.yahoo.com/news/mount-kellett-sends-letter-board-152200527.html cheers Zorro Link to comment Share on other sites More sharing options...
Grenville Posted November 19, 2012 Share Posted November 19, 2012 Sandridge puts in place a poison pill. http://investors.sandridgeenergy.com/phoenix.zhtml?c=196066&p=irol-newsArticle&ID=1760383&highlight= I wonder how this impacts Fairfax's 10.5% stake reported recently. The right's plan is as of November 29. Does Fairfax's stake trigger the right's? Link to comment Share on other sites More sharing options...
Grenville Posted November 19, 2012 Share Posted November 19, 2012 Just answered my own question. From the filing above: "Under the Rights Plan, the rights generally will become exercisable only if a person or group acquires beneficial ownership of 10 percent (or 15 percent in the case of certain institutional investors who report their holdings on Schedule 13G, as described in the Rights Plan) or more of SandRidge's common stock. " Threshold is 15% for the 13G filer. Link to comment Share on other sites More sharing options...
ItsAValueTrap Posted November 19, 2012 Share Posted November 19, 2012 You could look into the relationship between Mount Kellett and Baja Mining. IKN has some pretty good coverage here: http://incakolanews.blogspot.ca/search/label/BAJ.to Basically, if you look back into history: A- Mount Kellett was right about awful management. B- They were wrong about the value of the assets it was buying. Mount Kellett got burned. Link to comment Share on other sites More sharing options...
Zorrofan Posted November 19, 2012 Share Posted November 19, 2012 Here are some of the largest shareholders.... GOLDMAN SACHS GROUP INC 22,516,730 Mount Kellett Capital Management LP 22,224,807 TPG-AXON CAPITAL MANAGEMENT LP 15,056,075 BlackRock Institutional Trust Company, N.A. 9,889,960 Riverstone Holdings LLC 51,370,888 Carlyle Group L.P. 51,370,888 Add FFH's 54 million shares and there is more than enough to force a change in the board if they want, without anyone buying another share. Perhaps TW should take the hint and exit gracefully....but not likely. cheers Zorro Link to comment Share on other sites More sharing options...
alertmeipp Posted November 20, 2012 Share Posted November 20, 2012 this will prevent a FBK like forced takeover. Good to hear. Edit: I mistakenly thought they have one in place already. So, they have 10 days to buy as much as possible if they really think SD worth 12-14$. Talk is cheap. Link to comment Share on other sites More sharing options...
Mikenhe Posted November 20, 2012 Share Posted November 20, 2012 Here are some of the largest shareholders.... GOLDMAN SACHS GROUP INC 22,516,730 Mount Kellett Capital Management LP 22,224,807 TPG-AXON CAPITAL MANAGEMENT LP 15,056,075 BlackRock Institutional Trust Company, N.A. 9,889,960 Riverstone Holdings LLC 51,370,888 Carlyle Group L.P. 51,370,888 Add FFH's 54 million shares and there is more than enough to force a change in the board if they want, without anyone buying another share. Perhaps TW should take the hint and exit gracefully....but not likely. cheers Zorro Riverstone is FFH Link to comment Share on other sites More sharing options...
Sportgamma Posted November 20, 2012 Share Posted November 20, 2012 Another shareholder, Prem Watsa of Fairfax Financial Holdings Ltd. (FFH), increased his stake in the company and praised its chief executive, Tom Ward. “We believe Tom Ward is one of the best operators in the business and that the company he has built, SandRidge Energy, is poised to do well in the long term,” Watsa said in an interview http://www.bloomberg.com/news/2012-11-19/sandridge-energy-adopts-shareholder-rights-plan-changes-bylaws.html?cmpid=yhoo Link to comment Share on other sites More sharing options...
Myth465 Posted November 20, 2012 Share Posted November 20, 2012 Watsa is with Ward, not sure how he can feel ok with the self dealing though at SD. Ward is however getting 7% - 8% on preferred stock and will be paid out in the long term once the shares rise. Ward has created value over the long term, but destroyed SDs credibility in the market. The market wont reward him for years to come inmo. This is getting very interesting. FFH will probably buy up to 15% with the GS funds being stuck at 10%. I am sure they have friends in high places who can buy up more shares though. Link to comment Share on other sites More sharing options...
alertmeipp Posted November 20, 2012 Share Posted November 20, 2012 so now will TPG and co just sit idle. SD will get a bid soon would be my bet. Unlike CHK, SD is small enough that majors sit with cash can swallow it easily. Link to comment Share on other sites More sharing options...
Myth465 Posted November 20, 2012 Share Posted November 20, 2012 I dont think the plan ever was for TPG and others to buy up the company and change Management. I would also guess if put to a vote today TPG and company would win most of the none FFH / Insider votes. I have been consistently bullish on SD and my faith in the assets with the increased gas and reduced oil, as well as in Ward's long term plan (what is it again) is shaken for the assets and pretty much gone for Ward. There is value there, but I would prefer a quick sale, vs a few more years of this directionless leadership. DOR made since in the context it was aired, but it didnt pan out and someone has to pay for that. I dont like the percentage of PV10 we paid for it either (considering we are selling the Permian for probably the same percentage or less), without any hidden value or upside. The main upside would have to come with bolt on acquisitions at 2x CF, and we dont have the balance sheet for that. Its a great platform, but we overpaid if we cant leverage their M&A team, and we cant even afford to develop what we have, yet alone buy more. The Miss EUR change isnt Managements fault, but they have really left the company little room to play with, and even refused to do more JVs to reduce some of the risks. I think they have a bid lined up. At $10-$15 everyone would be happy except for Ward, even the acquirer would see a bit of upside at the right price. It will be interesting. I have my popcorn. Link to comment Share on other sites More sharing options...
alertmeipp Posted November 20, 2012 Share Posted November 20, 2012 i didn't imply TPG will be the buyer. There probably something happening in the background right now that caused all these. Link to comment Share on other sites More sharing options...
Myth465 Posted November 20, 2012 Share Posted November 20, 2012 Im not saying you did, im just saying I dont think the plan was to keep buying shares till they had enough to control the company. Plus this doesnt do much because they have enough entities interested which are all separate. Hell it looks like there are 4 entities with a GS background. I am sure Ichan will pop up sooner or later as well. Link to comment Share on other sites More sharing options...
alertmeipp Posted November 20, 2012 Share Posted November 20, 2012 Sd has even more valuable asset now that ng price firm up, Link to comment Share on other sites More sharing options...
Myth465 Posted November 20, 2012 Share Posted November 20, 2012 I agree thats the one brightside inmo. I have been bearish on Nat Gas since 2009 though, but we may have $4 or $5 gas. Also is still room for upside in the Miss as they reduce costs, and as the plays type curve, EUR, etc. develops. I guess as we learned this last quarter though there is downside risk as well. $4 billion for the Permian would be great though. We likely wont get as much on the Miss with these updated results and CHK selling / JVing a huge stake. Probably better to wait. Link to comment Share on other sites More sharing options...
Grenville Posted November 20, 2012 Share Posted November 20, 2012 Here are some of the largest shareholders.... GOLDMAN SACHS GROUP INC 22,516,730 Mount Kellett Capital Management LP 22,224,807 TPG-AXON CAPITAL MANAGEMENT LP 15,056,075 BlackRock Institutional Trust Company, N.A. 9,889,960 Riverstone Holdings LLC 51,370,888 Carlyle Group L.P. 51,370,888 Add FFH's 54 million shares and there is more than enough to force a change in the board if they want, without anyone buying another share. Perhaps TW should take the hint and exit gracefully....but not likely. cheers Zorro Riverstone is FFH Riverstone isn't FFH. I thought it was the runoff group, but it's another energy investment company: http://sec.gov/Archives/edgar/data/1247497/000101143812000336/form_13f-riverholdings.txt http://www.riverstonellc.com Link to comment Share on other sites More sharing options...
Myth465 Posted November 20, 2012 Share Posted November 20, 2012 I think Riverstone and Carlyle got the shares via the DOR acquisition. Its interesting, I like Ward, but he is kind of playing with everyone's money. He bought DOR so he has to have a decent relationship with the sellers but this is business. Not sure how they would vote. He may have them and FFH locked up though. http://www.google.com/url?sa=t&rct=j&q=&esrc=s&source=web&cd=5&cad=rja&ved=0CE0QFjAE&url=http%3A%2F%2Fwww.thedeal.com%2Fcontent%2Fprivate-equity%2Friverstone-carlyle-will-reap-hefty-profits-from-dynamic-offshore.php&ei=ORKrUI-6IcfJswaVwICoDw&usg=AFQjCNF_BbN8DadPu1Uu7XvXdKb06DKF3w&sig2=s2p8ve1KLEPbuV3fCQxhbQ Link to comment Share on other sites More sharing options...
alertmeipp Posted November 21, 2012 Share Posted November 21, 2012 I think Riverstone and Carlyle got the shares via the DOR acquisition. Its interesting, I like Ward, but he is kind of playing with everyone's money. He bought DOR so he has to have a decent relationship with the sellers but this is business. Not sure how they would vote. He may have them and FFH locked up though. http://www.google.com/url?sa=t&rct=j&q=&esrc=s&source=web&cd=5&cad=rja&ved=0CE0QFjAE&url=http%3A%2F%2Fwww.thedeal.com%2Fcontent%2Fprivate-equity%2Friverstone-carlyle-will-reap-hefty-profits-from-dynamic-offshore.php&ei=ORKrUI-6IcfJswaVwICoDw&usg=AFQjCNF_BbN8DadPu1Uu7XvXdKb06DKF3w&sig2=s2p8ve1KLEPbuV3fCQxhbQ Their vote will depend on what's offered, Riverstone and Carlyle cost base is 8 bucks. Link to comment Share on other sites More sharing options...
Myth465 Posted November 21, 2012 Share Posted November 21, 2012 Very good point. Only time will tell, I am sure the phones are being worked by all parties as we speak. Link to comment Share on other sites More sharing options...
Mikenhe Posted November 21, 2012 Share Posted November 21, 2012 Here are some of the largest shareholders.... GOLDMAN SACHS GROUP INC 22,516,730 Mount Kellett Capital Management LP 22,224,807 TPG-AXON CAPITAL MANAGEMENT LP 15,056,075 BlackRock Institutional Trust Company, N.A. 9,889,960 Riverstone Holdings LLC 51,370,888 Carlyle Group L.P. 51,370,888 Add FFH's 54 million shares and there is more than enough to force a change in the board if they want, without anyone buying another share. Perhaps TW should take the hint and exit gracefully....but not likely. cheers Zorro Riverstone is FFH Riverstone isn't FFH. I thought it was the runoff group, but it's another energy investment company: http://sec.gov/Archives/edgar/data/1247497/000101143812000336/form_13f-riverholdings.txt http://www.riverstonellc.com ohhh! good spot... I should have looked closer at that! Thanks. Link to comment Share on other sites More sharing options...
alertmeipp Posted November 22, 2012 Share Posted November 22, 2012 march 13 4$ can be have with 2% premium... i am thinking. Link to comment Share on other sites More sharing options...
bmichaud Posted November 30, 2012 Share Posted November 30, 2012 http://www.4-traders.com/SANDRIDGE-ENERGY-INC-66802/news/SandRidge-Energy-Inc-TPG-Axon-Sends-Second-Letter-to-SandRidge-Board-of-Directors-15560498/ Second letter by TPG. Very interesting event stock now that there are some potential catalysts in place (finally). Long SD Link to comment Share on other sites More sharing options...
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