Contrarian Corpus
activist full deck proxy fight
2018-05-24 · 24 pages

SandRidge Energy SD

SandRidge trades at a ~45% discount to its own PV-10 because the post-bankruptcy 'bankruptcy board' destroys value via dilutive deals; replace it with Icahn's slate to run a real sale process.

N 4 Narrative
V 3 Visual
C 3 Craft
Original source ↗

Thesis

SandRidge Energy emerged from bankruptcy in October 2016, but its newly constituted 'bankruptcy board' has destroyed roughly 27% of shareholder value while crude oil rallied 50%. Icahn — SandRidge's largest individual holder at 13.6% — argues the board approved a dilutive Bonanza Creek acquisition that nuked $100mm of market cap, summarily rejected a Midstates Petroleum merger with $70mm of synergies, paid $23.7mm in severance to a CEO it terminated 'without cause,' and adopted an unprecedented 'wolf pack' poison pill that even Wachtell criticized. The stock trades at $13.98 versus management's own PV-10 of $57/share, a ~45% discount to proved reserves alone. Icahn is nominating seven directors at the June 19, 2018 annual meeting to run a genuine strategic sale process or, failing that, redirect capital from the dying Mississippian Lime to the NW STACK and North Park inventory.

SCQA

Situation

SandRidge Energy is a pure-play E&P that emerged debt-free from Chapter 11 in October 2016 with assets in the Mississippian Lime, NW STACK, and North Park Niobrara, run by a board largely seated through the bankruptcy process.

Complication

In 18 months the board approved a dilutive Bonanza Creek deal that vaporized $100mm of market cap, rejected a Midstates merger with $70mm of synergies, awarded $23.7mm in severance, and adopted an unprecedented poison pill — while shares fell 27%.

Resolution

Vote out the five-member 'bankruptcy board' at the June 19 annual meeting, install Icahn's slate of seven nominees, reject the poison pill ratification and executive comp plan, and run a true strategic sale process.

Reward

Closing the discount to PV-10 implies up to ~$57/share versus today's $13.98 — a ~4x move; even pricing at peer NTM EBITDA multiples (5.2x vs. SandRidge's 2.4x) re-rates the equity dramatically.

The three reasons

  1. 1

    SandRidge trades at a ~45% discount to its own PV-10 of ~$57/share vs $13.98 stock

  2. 2

    Board approved dilutive Bonanza deal, rejected Midstates merger, paid $23.7mm severance to fired CEO

  3. 3

    Adopted a 'wolf pack' poison pill so egregious even Wachtell publicly criticized the structure

Primary demands

  • Replace the five-member 'bankruptcy board' with Icahn's slate of seven director nominees at the June 19, 2018 annual meeting
  • Run a true strategic sale process open to all bidders (including a potential all-cash Icahn offer subject to disinterested-shareholder approval)
  • Reject ratification of the dilutive 'wolf pack' poison pill
  • Vote against the say-on-pay proposal covering egregious executive compensation
  • Refocus capital away from the dying Mississippian Lime toward NW STACK and North Park inventory

KPIs cited

Stake (Icahn ownership)
~13.6% of SandRidge shares outstanding since November 2017
Stock price (5/24/18)
$13.98 vs 52-week high of $21.90 (-32%)
Market cap / Enterprise Value
$495mm market cap, $477mm EV
PV-10 (proved reserves at 5/1/18 strip)
$871mm — implies SandRidge EV trades ~45% below proved reserves alone
PV-10 per share (proved + risked unproved)
$57.54/share per management's own December 2017 analysis
EV / NTM EBITDA
SandRidge 2.4x vs peer average 5.2x
EV / PV-10
SandRidge 0.6x vs peer average 1.7x
EV / Flowing Barrel
SandRidge $12,909 vs peer average $53,148
Stock underperformance vs peers post-Bonanza
~50% underperformance since 5/22/17
TSR Oct 2016 – Dec 2017
-27% (post-emergence)
Production decline (post-emergence)
-26%
EBITDA decline (post-emergence)
-43%
Adjusted G&A per barrel vs closest peer
137% of Midstates Petroleum
Bonanza Creek transaction value
$736mm purchase price at 9.1x TEV/LTM EBITDA, ~50% stock / 50% debt; $100mm market value lost on announcement
Midstates synergies foregone
$70mm in potential synergies dismissed without negotiation
James Bennett 2017 total compensation
$7.3mm; base salary in 90th percentile of peers while EBITDA fell 18% and production fell 23%
Cumulative CEO/CFO severance
Bennett $17.1mm + Bott $6.5mm = $23.7mm cash severance paid
Icahn Enterprises return since 2000
Over 1500% cumulative, 16.4% annualized

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns.

Precedents cited

  • Apple (improved capital allocation)
  • eBay (spun off PayPal)
  • Forest Labs (sold to Actavis)
  • Motorola (split up and sold to Google)
  • ImClone (sold to Eli Lilly)
  • Kerr McGee (sold to Anadarko)
  • Chesapeake Energy
  • Netflix
  • Herbalife
  • Federal Mogul
  • CVR Energy

Notable slides (6)

Notes

Classic Icahn proxy-fight deck for the June 19, 2018 SandRidge annual meeting. Co-branded layout uses SandRidge's own logo and palette in the header/footer rather than Icahn branding — a subtle rhetorical move framing the deck as 'on behalf of' the company. Heavy use of the 'bankruptcy board' epithet and a side-by-side of management's self-praise quote ('We are proud of the results') against a stock chart showing -34% vs peers +48%. Page 11 names every director with personal track-record critiques (an unusually direct villain table). Page 9 stacks three peer-gap bar charts (EV/EBITDA, EV/PV-10, EV/flowing barrel) — useful swipe. Stake explicitly disclosed at 13.6%. Icahn signals he might himself bid all-cash subject to a disinterested-shareholder vote — an unusual pre-commitment.