Institutional Shareholder Services (ISS) Recommends SandRidge Energy Stockholders Replace a Majority of the Board

  Institutional Shareholder Services (ISS) Recommends SandRidge Energy
  Stockholders Replace a Majority of the Board

 - Highlights Underperformance, Management’s Piecemeal Approach To Corporate
                Strategy and Significant Compensation Issues –

              - Notes Failures of Stewardship on Current Board -

- TPG-Axon Requests Stockholders Return Their GREEN Consent Cards to Elect Its
                           Full Slate of Nominees -

Business Wire

NEW YORK -- February 15, 2013

TPG-Axon, beneficial owner of 6.7% of the outstanding shares of SandRidge
Energy, Inc. (NYSE: SD) (the “Company”), today announced that Institutional
Shareholder Services ("ISS"), a leading independent proxy voting and corporate
governance advisory firm, has recommended SandRidge stockholders vote the
GREEN consent card in support of TPG-Axon’s proposals.

Specifically, ISS recommends SandRidge’s bylaws be amended to destagger the
Board, that five incumbent directors be removed, and that independent director
nominees Stephen C. Beasley, Edward W. Moneypenny, Dinakar Singh, Alan J.
Weber and Dan A. Westbrook be elected to the Board. TPG-Axon recommends
stockholders NOT VOTE the white consent card provided by SandRidge.

TPG-Axon recommends stockholders vote its full slate of independent directors
including Mr. Beasley, Mr. Moneypenny, Mr. Singh, Mr. Weber, Mr. Westbrook,
Fredric G. Reynolds and Peter H. Rothschild. TPG-Axon requests that
stockholders return their signed and dated GREEN consent cards promptly, to
ensure that their consent cards are received by SandRidge prior to March 15,
2013, the deadline for submitting consents.

In its recommendation, ISS noted the following:

  *“The apparent failures of stewardship on this board are legion.”
  *“The company’s abrupt, piecemeal approach to corporate strategy and
    concomitant lack of capital discipline have increasingly limited the
    company’s financial flexibility, and engendered a deep distrust in the
    market.”
  *“From a stutter-stepping business strategy and weak capital discipline
    which reduced financial flexibility so far that the sale of the company’s
    most valuable non-core asset cannot close its anticipated funding gap—to a
    compensation program which failed to tie pay to performance, making the
    CEO one of the highest paid in his industry even as shareholder value
    declined by nearly three-quarters over his tenure—to approving numerous
    related-party transactions which, under public scrutiny, begin to look
    more like front-running the company’s own lease acquisitions than adding
    value unavailable through a less conflicted means—there is little reason
    to believe the outside directors who are specially charged with looking
    out for the interests of unaffiliated shareholders are best equipped to
    effect the necessary change at SandRidge." (emphasis added)
  *“Given the fact pattern underlying the dissidents’ extensive case for
    change, and the evidence of appropriately extensive advance planning to
    mitigate risks of unintended consequences, shareholder support for a
    majority change of the SandRidge board is warranted.”
  *“It is true, contrary to the company’s assertions, there is compelling
    senior oil & gas sector management experience among the dissident
    nominees.”

TPG-Axon noted that ISS recommended five out of seven current Directors be
replaced immediately but also suggested that the remaining two Directors have
short transition periods before being replaced as well.

  *“Out of prudence, then, and for what we expect – based on the dissidents’
    frank presentation to shareholders – will be a finite transition period,
    it may be the lesser of two unpalatable alternatives to leave the CEO on
    the board for now, and allow the reconstituted board to take further
    action once it has control of the company”.
  *“For similar reasons, we also believe shareholders may want to retain for
    a transition period the newest outside director, Brewer.”

“Today’s recommendation from ISS is consistent with our view that changes must
take place at SandRidge to unlock the Company’s true potential and maximize
stockholder value,” said TPG-Axon. “Given the longstanding strategic and
operational failures that have plagued SandRidge under the direction of Tom
Ward and the current Board, resulting in tragically poor performance and the
shockingly feeble corporate governance practices that have allowed Mr. Ward,
and in some instances his immediate family, to benefit at the expense of
stockholders, we believe it is critical that stockholders follow ISS’s
recommendation and vote the GREEN consent card in favor of our proposals to
facilitate meaningful change.”

TPG-Axon concluded, “Our strong slate of director nominees has the right
combination of experience, expertise and skill that make them the right
leadership team to restore order at SandRidge and provide the strategic
insight required to maximize stockholder value – an area where the current
Board has clearly failed.”

For information on TPG-Axon’s proposals and on the process for voting shares
in favor of those proposals, go to www.Shareholdersforsandridge.com.

About TPG-Axon Capital

TPG-Axon Capital is a leading global investment firm. Through offices in New
York, London, Hong Kong and Tokyo, TPG-Axon invests across global markets and
asset classes.

TPG-AXON MANAGEMENT LP, TPG-AXON PARTNERS GP, L.P., TPG-AXON GP, LLC, TPG-AXON
PARTNERS, LP, TPG-AXON INTERNATIONAL, L.P., TPG-AXON INTERNATIONAL GP, LLC,
DINAKAR SINGH LLC AND DINAKAR SINGH (COLLECTIVELY, “TPG-AXON”) HAS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) A DEFINITIVE CONSENT
STATEMENT AND ACCOMPANYING CONSENT CARD TO BE USED TO SOLICIT WRITTEN CONSENTS
FROM THE STOCKHOLDERS OF SANDRIDGE ENERGY, INC. IN CONNECTION WITH TPG-AXON'S
INTENT TO TAKE CORPORATE ACTION BY WRITTEN CONSENT. ALL STOCKHOLDERS OF
SANDRIDGE ENERGY, INC. ARE ADVISED TO READ THE DEFINITIVE CONSENT STATEMENT
AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF WRITTEN CONSENTS BY
TPG-AXON, STEPHEN C. BEASLEY, EDWARD W. MONEYPENNY, FREDRIC G. REYNOLDS, PETER
H. ROTHSCHILD, ALAN J. WEBER AND DAN A. WESTBROOK (COLLECTIVELY, THE
"PARTICIPANTS") FROM THE STOCKHOLDERS OF SANDRIDGE ENERGY, INC. BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE
PARTICIPANTS. THE DEFINITIVE CONSENT STATEMENT AND FORM OF WRITTEN CONSENT
HAVE BEEN FURNISHED TO SOME OR ALL OF THE STOCKHOLDERS OF SANDRIDGE ENERGY,
INC. AND ARE, ALONG WITH OTHER RELEVANT DOCUMENTS, AVAILABLE AT NO CHARGE ON
THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, TPG-AXON WILL PROVIDE
COPIES OF THE DEFINITIVE CONSENT STATEMENT AND ACCOMPANYING CONSENT CARD
WITHOUT CHARGE UPON REQUEST.

INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT OR
INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN THE DEFINITIVE CONSENT
STATEMENT ON SCHEDULE 14A FILED BY TPG-AXON WITH THE SEC ON JANUARY 18, 2013.
THIS DOCUMENT CAN BE OBTAINED FREE OF CHARGE FROM THE SOURCES INDICATED ABOVE.

Contact:

MacKenzie Partners, Inc.
Dan Burch or Larry Dennedy, (212) 929-5500
or
TPG-Axon:
Anton Nicholas, 203-682-8245
Anton.Nicholas@icrinc.com
Phil Denning, 203-682-8246
Phil.Denning@icrinc.com
Jason Chudoba, 646-277-1249
Jason.Chudoba@icrinc.com
 
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