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Subsequent Events | 6 Months Ended
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Jun. 30, 2020
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events The Tax Benefits Preservation Plan On July 1, 2020, the board of directors (the “Board”) of the Company declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.001 per share to stockholders of record at the close of business on July 13, 2020 (the “Record Date”). Each Right entitles its holder, under the circumstances described below, to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock of the Company, par value $0.001 per share (the “Preferred Stock”), at an exercise price of $5.00 per Right, subject to adjustment. The description and terms of the Rights are set forth in the tax benefits preservation plan (the “Tax Benefits Preservation Plan”), dated as of July 1, 2020, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (and any successor rights agent, the “Rights Agent”). The Company adopted the Tax Benefits Preservation Plan in order to protect shareholder value against a possible limitation on the Company’s ability to use its NOLs and certain other tax benefits to reduce potential future U.S. federal income tax obligations. The NOLs are a valuable asset to the Company, which may inure to the benefit of the Company and its stockholders. However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), its ability to fully utilize the NOLs and certain other tax benefits will be substantially limited and the timing of the usage of the NOLs and such other benefits could be substantially delayed, which could significantly impair the value of those assets. Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more of its “five-percent shareholders” (as such term is defined in Section 382 of the Code) increases by more than 50 percentage points over the lowest percentage of stock owned by such stockholder or stockholders at any time over a three-year period. The Tax Benefits Preservation Plan is intended to prevent against such an “ownership change” by deterring any person or group from acquiring beneficial ownership of 4.9% or more of the Company’s securities. Officers and Directors of the Company Effective July 1, 2020, the Board appointed Mr. Salah Gamoudi as the Company’s Chief Financial Officer and Chief Accounting Officer. Mr. Gamoudi, age 34, most recently served as the Company’s Vice President of Accounting and Finance beginning April 27, 2020. Prior to joining the Company, Mr. Gamoudi served as Vice President and Chief Accounting Officer at Jones Energy, Inc. from October 2018 to April 2020. Jones Energy, Inc. filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 14, 2019. Immediately before serving as Vice President and Chief Accounting Officer at Jones Energy, Inc., Mr. Gamoudi served as Chief Accounting Officer and Controller of Remora Petroleum, L.P. from 2017 to 2018. From 2015 to 2017, he served as Corporate Controller of Glacier Oil & Gas and its predecessor company, Miller Energy Resources, Inc. (“Miller Energy”). Miller Energy filed for protection under Chapter 11 of the U.S. Bankruptcy Code on October 1, 2015. From 2013 to 2015, he served as SOX and Internal Audit Manager of LRR Energy, L.P. and Lime Rock Resources. Prior to that, he served as an auditor for Deloitte & Touche LLP and for Ernst & Young LLP. Mr. Gamoudi has a Bachelor of Arts in Accounting from Portland State University and is a Certified Public Accountant. Consistent with his employment letter dated April 24, 2020, effective July 29, 2020, the Board of the Company, upon the recommendation of the Board’s Nominating and Governance Committee, appointed Mr. Carl F. Giesler, Jr., the Company’s President and Chief Executive Officer, to serve as a member of the Board. Prior to joining the Company, Mr. Giesler served as the Chief Executive Officer and a Director at Jones Energy, Inc. from July 2018 through January 2020. Jones Energy, Inc. filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 14, 2019. Mr. Giesler previously served as the Chief Executive Officer and a Director of Glacier Oil & Gas Corp. and its predecessor company, Miller Energy Resources, Inc. (“Miller Energy”), from September 2014 to July 2018. Miller Energy filed for protection under Chapter 11 of the U.S. Bankruptcy Code on October 1, 2015. Immediately prior to joining Glacier Oil & Gas Corp., Mr. Giesler served as a Managing Director with Harbinger Group Inc. where he led its oil and gas investment efforts since October 2011. Prior to joining Harbinger Group Inc., Mr. Giesler served in various oil and gas principal investing, financial and other roles with Harbinger Capital Partners, AIG FP, Morgan Stanley and Bain & Company. In addition to serving as a Director of Glacier Oil & Gas Corp. and its predecessor companies, Mr. Giesler has also served on the boards of Compass Production Partners, LP and North American Energy Partners, Inc. Mr. Giesler received his Bachelor of Arts from the University of Virginia and his Juris Doctorate from Harvard Law School. He is also a CFA Charterholder. Mr. Giesler’s initial term as a member of the Board will end at the annual meeting of stockholders to be held in 2021. Mr. Giesler’s appointment was not pursuant to any arrangements or understandings between Mr. Giesler and the Company or any other person. Mr. Giesler has no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K. As a non-independent Director, the Company will not compensate Mr. Giesler for his services rendered as a member of the Board. However, Mr. Giesler will enter into the Company’s standard form of Directors’ indemnification agreement with the Company, pursuant to which the Company agrees to indemnify its Directors to the fullest extent permitted by applicable law and to advance expenses in connection with proceedings as described in the indemnification agreement. Royalty Trust Right of First Refusal The Company is a party to the Amended and Restated Trust Agreement of SandRidge Mississippian Trust II (the “Trust”), dated April 23, 2012, by and among the Company, the Bank of New York Mellon Trust Company, N.A., and the Corporation Trust Company (the “Trust Agreement”). Pursuant to the Trust Agreement, the Company has a right of first refusal with respect to any sale of assets of the Trust to a third party following the occurrence of certain events (a “Triggering Event”). On February 14, 2020, the Trust began dissolving and winding up its activities, which is a Triggering Event. In April 2020, the Trust engaged a third-party advisor to assist with the marketing and sale of the Trust’s overriding royalty interests, which are in wells operated by the Company and subject to the right of first refusal. The Board and the Company evaluated the opportunity to acquire the properties related to the Trust’s overriding royalty interests and determined that it would be in the Company’s best interests to acquire such interests for a gross purchase price of $5.25 million (net purchase price of $3.28 million, given the Company's 37.6% ownership of the Trust). On August 6, 2020 the Board authorized and the Company exercised its right of first refusal. The Company is currently negotiating this transaction.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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