SandRidge Energy Inc. directors on Thursday urged shareholders to reject a plan to oust the board, noting the move would be a “change of control” that could cost the company more than $4.3 billion.
The regulatory filing follows one day after TPG-Axon — which controls about 6.7 percent of SandRidge stock — formally called for its fellow shareholders to replace the SandRidge directors with a slate of its choosing.
In its response to shareholders, SandRidge said a change of control would “trigger an event of default” under the company’s credit agreement and require SandRidge to offer to buy back all of its outstanding notes in a move that would cost the company $4.3 billion.
SandRidge also would lose its $775 million in available borrowing capacity under its revolving credit facility, the company said.
SandRidge directors also questioned the qualifications of their proposed replacements.
“The TPG-Axon Group has not identified proposed directors or a management team with expertise in oil and gas exploration and development generally, and the proposed TPG-Axon Group nominees have no experience in the Mississippi Lime play, one of the company’s principle assets,” the current directors said in the filing.
The directors also challenged TPG-Axon, calling it an “opportunistic investor with short-term interests.”
TPG-Axon spokesman Anton Nicholas said it is not a short-term investor and that its proposed board is made up of experienced, high-quality directors.
“We’ve been investors for over a year,” he said. “We are not opportunistic activist investors. We don’t become activists typically, but the behavior is so egregious that we felt an obligation to get involved here.”