UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On July 29, 2024, SandRidge Exploration and Production, LLC, a Delaware limited liability company and a wholly owned subsidiary of SandRidge Energy, Inc. (the “Purchaser”), entered into a Purchase and Sale Agreement, dated July 29, 2024, by and among Upland Exploration, LLC, a Texas limited liability company, Upland Operating, LLC, an Oklahoma limited liability company (together with Upland Exploration, LLC, collectively, “Seller”) and the Purchaser (the “Purchase and Sale Agreement”), providing for the purchase of the Seller’s certain interests in oil and gas properties, rights and related assets (the “Assets”).
Pursuant to the Purchase and Sale Agreement, the sale price of the Assets is $144,000,000, subject to customary post-closing adjustments. The Purchase and Sale Agreement contains representations, warranties and covenants that are customary of oil and gas purchase and sale agreements. The transaction is expected to be funded with cash on hand and is targeted to close by the end of the third quarter of 2024.
A copy of the Purchase and Sale Agreement is attached hereto as Exhibit 2.1 and is incorporated by reference herein. The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by reference to Exhibit 2.1.
Item 7.01. Regulation FD Disclosure.
On July 29, 2024, SandRidge Energy, Inc. issued a press release, attached as Exhibit 99.1, announcing the purchase of the Assets. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information set forth in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1 | Purchase and Sale Agreement, dated July 29, 2024, by and among SandRidge Exploration and Production, LLC, Upland Exploration, LLC and Upland Operating, LLC* | |
| 99.1 | Press Release, dated July 29, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Exhibits and Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a supplemental copy of any such omitted Exhibit or Schedule to the Securities and Exchange Commission upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| SandRidge Energy, Inc. | ||||||
| Dated: July 29, 2024 | By: | /s/ Brandon Brown | ||||
| Name: | Brandon Brown | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||