SandRidge Energy Inc. (NYSE:SD) has emerged from Chapter 11, having satisfied all the necessary provisions of its Plan of Reorganization. SandRidge received approval to relist on the New York Stock Exchange in conjunction with its emergence and resumed trading of newly issued common stock on October 4, 2016, under the ticker symbol "SD".
Combining its unrestricted cash balance with the availability under its first lien credit facility following emergence, SandRidge exits its restructuring with approximately $525 million in total liquidity.
New Capital Structure
SandRidge's new capital structure consists of a $425 million first lien revolving credit facility ("RBL") (maturing in 2020) and approximately $282 million in mandatorily convertible notes, bearing no interest and converting at any time at the option of the holders or mandatorily at the earlier of certain events or four years from the effective date of the Plan. As previously disclosed, SandRidge's pre-petition second lien secured and general unsecured claim holders receive 100% of the newly issued common equity in the reorganized company. A summary of the company's new capital structure is presented below:
- $100 million pro forma for emergence payments (including expected post-emergence repayment of RBL)
New Revolving Credit Facility
- $425 million borrowing base
- Undrawn (after expected post-emergence repayment with cash on hand)1
- No financial covenants or borrowing base redeterminations for two years
- LIBOR (100 bps floor) + 475 bps rate
Mandatorily Convertible Notes
- $281,780,873 in principal amount of 0.00% Convertible Senior Subordinated Notes due 2020 (the "Convertible Notes") which gives effect to the election of certain holders to receive common stock on the effective date instead of the Convertible Notes
- Initially convertible at the option of the holder based on an initial conversion rate of 0.05330841 shares of the company's common stock per $1.00 principal amount or 15,021,291 shares, subject to customary anti-dilution adjustments
- The Convertible Notes will mature and mandatorily convert into the Company's common stock on October 4, 2020. In addition, the company is required to convert all outstanding Convertible Notes upon certain events.
- No interest
- Upon the occurrence of certain events, including any acceleration, repayment or prepayment of the Convertible Notes (including any optional redemption), the company will be required to pay a make-whole amount of $0.783478 (the "Make-Whole Amount") for each $1.00 in principal amount. The conversion rate will be automatically adjusted such that the Convertible Notes convert into the same percentage of common stock before and after such event.
- $35 million note secured by mortgages on the company's headquarters facility and certain other non-oil and gas real property, with interest payable in kind through the earlier of August 4, 2020 or events related to the refinancing or repayment of the New First Lien Exit Facility
- 19,371,229 shares of common stock issued at emergence, including 971,231 shares issued and outstanding to give effect to the election of certain holders to receive common stock on the effective date instead of the Convertible Notes
- 4,913,251 warrants to purchase common stock at $41.34 strike price expiring on October 4, 2022
- 2,068,690 warrants to purchase common stock at $42.03 strike price expiring on October 4, 2022
Excludes approximately $10 million of letters of credit
Pro forma capital structure details
In accordance with the plan, approximately $3.7 billion in pre-petition funded debt has been eliminated, in large part, through the equitization of debt.
Pursuant to the Plan, SandRidge has appointed a new Board of Directors effective today. The new Board of Directors consists of five members including: James Bennett, Michael Bennett, John Genova, William (Bill) Griffin, and David Kornder.