Why SandRidge Employees Should Strike And Shareholders Should Fight

Yesterday, SandRidge Energy was yet another energy company to file for bankruptcy this year.  Many hear bankruptcy news and think of failed companies.  But in plenty of cases, it’s more about opportunism than it is about desperate last acts.

Before we talk about the SandRidge story, we want to give some bigger picture context.

As we discussed a few months ago, the oil price bust, while many thought would be a positive for the economy, because it puts a few bucks in the pockets of consumers, has actually been a huge net negative, because it has brought the energy industry to its knees.

If oil stayed at $26, the shale industry in the America would be done. All of the associated businesses (transportation, logistics, refining, housing, marketing, etc.) – done.   Hundreds of thousands of jobs were lost already, and probably millions would have followed.  Guess who lends money to the energy sector?  Banks. The financial system would once again have been in widespread crisis.

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Oil producing countries like Venezuela and Russia would have defaulted.  When a biggie like Russia goes, it has systemic ramifications.  That event would have likely pulled the leg out from under the teetering European debt crisis chair.  From there, Greece would have gone, and Italy and Spain would have probably defaulted.  The European Monetary Union would have then finally succumbed to the unmanageable weight of the crisis.

To sum up, cheap oil would have been far worse than the sub-prime crisis.  And this time, central banks and governments would have had no ammunition to fight it.

But, central banks stepped in to remove the “cheap oil” risk.  The Bank of Japan intervened in the currency markets, and oil bottomed that day.  China followed by ramping up bank lending.  And Chinese institutions have been big buyers of commodities since.  Then the ECB rolled out bigger and bolder QE.  And the Fed removed two projected rate hikes from the table.  All of this coordinated to directly or indirectly put a floor under oil.  Today, oil is up 85% from levels of just three months ago.

So this begs the question:  Why is an energy company like SandRidge, a company that has been surviving through the decline in oil prices, cutting production/cutting jobs, now filing bankruptcy?  This is AFTER oil has bounced 85% and oil supply has just swung from a surplus to a deficit.  And some of the best oil traders in the world are projecting oil prices back around $80 by the end of the year.  Why would they throw in the towel now and not in February?

Back in February, SandRidge management missed a debt payment, opting to exercise a 30-day grace period.  It was at that stage that the ultimate negotiation should have come with debt holders.  Option 1): Restructure debt and perhaps dilute current shareholders by offering debt holders common shares.  That gives the company time to ride out the storm of the oil price bust.  And it gives all stakeholders a chance to see much better days.  Option 2): Close the doors and liquidate assets, and creditors get cents on the dollar.

Instead, SandRidge management and directors negotiated more runway so that they could get to Option 3): the homerun lottery ticket.

In this option, oil prices recover and the company can begin producing profitably again, and brighter days are ahead.  But if they rush to file Chapter 11 bankruptcy, while the business fundamentals remain depressed, they can win big.  By swapping new stock for debt, the company gets freed of the noose of debt, and the debt holders exchange a piece of paper that was once worth pennies on the dollar, for common stock in a super-charged debt-free company.

That sounds like a win-win.  The company continues to operate as normal. Management and the board keep their jobs (and likely their golden parachutes).  And former debt holders can make a lot of money.

Who pays the price?  Shareholders (the owners).  Old shareholders of SandRidge stock have no say in the collusion between SandRidge leadership and creditors.  So the owners of the company have their interests effectively stolen by a backroom deal and given to debt holders.  And within the bankruptcy laws of Chapter 11, shareholders have no leverage.  But who are some of the biggest and most effected shareholders?  Employees.

SandRidge has over 1,000 employees.  Let’s assume that, like many publicly traded companies, employees of SandRidge have been incentivized to buy company stock as part of their 401k plan (common practice).  They have already seen their stock go from $80 to pennies.  But now, as an insult to injury, they will continue working to enrich new shareholders while their board of directors have chosen to wipe out their interests.

And sadly, the common stock of companies like SandRidge (which was one of the most shorted stocks on the NYSE) are often shorted heavily by those that own the debt, in efforts to drive the company into Chapter 11, so that they can orchestrate precisely what’s happening today.   The stock price gets cheap, then delisted from a major exchange, then credit ratings get downgraded, then banks cut credit lines, and voila, the company find itself in a liquidity crunch and turns to restructurings.

A huge factor in this “homerun option” for the board and creditors is for the company to continue operating as normal.  If employees in this Chapter 11 situation would strike, maybe shareholders could have a seat at the negotiating table when these “pre-arranged” reorganization deals are cut. Still, that’s the leverage they hold to derail such a deal.

Consider this: In the depths of the real estate bust, billionaire activist investor Bill Ackman stepped in and bought beaten down shares of General Growth Properties, a company in bankruptcy because it couldn’t access credit. The company had strong assets and strong cash flow (as does SandRidge), but was dependent on a functioning credit market, which was broken at the time. As the largest shareholder, he battled in the board room for the shareholder.  He helped management access liquidity and he convinced all stake holders that keeping equity holders intact would result in the biggest outcome for everyone.  He was right, and when the credit markets recovered, GGP shares went from 20 cents to over $20 a share.

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