Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): November 21, 2006
American
Real Estate Partners, L.P.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9516
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13-3398766
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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767
Fifth Avenue, Suite 4700, New York, NY 10153
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (212)
702-4300
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communication pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
1 - Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
Section
2 - Financial Information
Item
2.01. Completion of Acquisition or Disposition of
Assets.
On
November 21, 2006, we completed the disposition of all of the issued and
outstanding membership interests of NEG Oil & Gas LLC to Riata
Energy, Inc., currently doing business as SandRidge Energy, Inc.,
or
SandRidge, or the Transaction. The disposition was pursuant to a Purchase and
Sale Agreement, dated November 21, 2006, among us, American Real Estate Holdings
Limited Partnership, our 99% subsidiary, or AREH, our indirect subsidiaries,
AREP Oil & Gas Holdings LLC, AREP O&G Holdings LLC and NEG Oil & Gas
LLC, and SandRidge Holdings, Inc., as the purchaser, and solely for purposes
of
Article V, Article XII, Section 9.5 and Section 10.2 of the Purchase and Sale
Agreement, SandRidge, the parent of the purchaser. The consideration consisted
of $1.025 billion of cash, of which $10 million had previously been paid to
us,
and approximately 12.8 million shares of SandRidge common stock, and the
repayment by the purchaser of $300 million of bank debt of NEG Oil & Gas.
The purchase price is subject to certain adjustments for cash and net working
capital.
In
addition, on November 21, 2006, AREP O&G Holdings entered into a
Shareholders Agreement among SandRidge and Certain Shareholders of SandRidge.
The Shareholders Agreement, among other things, restricts the transfer of shares
of SandRidge common stock by us, provides to us and the other shareholders
party
to the agreement demand and piggy back registration rights, provides for us
to
participate in certain sales of shares of SandRidge common stock by Riata
Principals, as defined, and provides to us special limited preemptive rights
with respect to certain sales of SandRidge equity securities to Riata
Principals.
In
connection with the Transaction, NEG Oil & Gas purchased from National
Energy Group, Inc. its interest in NEG Holdings LLC, in accordance with the
Agreement, dated as of October 25, 2006, by and among National Energy Group,
NEG
Oil & Gas and us.
SandRidge
is a working interest owner and the operator of a majority of the
Longfellow Ranch area oil and gas properties. Longfellow Ranch is the single
largest oil and gas property owned by NEG Oil & Gas. NEG Oil & Gas was
the holding company for all of AREP’s oil and gas investments.
This
summary of the Purchase and Sale Agreement and the Shareholders Agreement is
qualified in its entirety by reference to the full text of the agreements filed
herewith as exhibits.
The
pro
forma financial information required to be filed pursuant to Items 2.01 and
9.01
is set forth below under Item 9.01.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(b)
Pro
forma financial information
The
pro
forma financial information required to be filed pursuant to Items 2.01 and
9.01
of Form 8-K is attached hereto as Exhibit 99.1 and is incorporated by reference
in this Item 9.01.
(d)
Exhibits
Exhibit
10.1
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Purchase
and Sale Agreement, dated November 21, 2006, by and among American Real Estate
Partners, L.P., American Real Estate Holdings Limited Partnership, AREP Oil
& Gas Holdings LLC, AREP O & G Holdings LLC, NEG Oil & Gas LLC and
SandRidge Holdings, Inc. and solely for purposes of Article V, Article XII,
Section 9.5 and Section 10.2, Riata Energy, Inc.
Exhibit
10.2 -
Shareholders Agreement, dated November 21, 2006, among Riata Energy, Inc. and
Certain Shareholders of Riata Energy, Inc.
Exhibit
99.1
- Pro
Forma Financial Information
[remainder
of page intentionally left blank; signature page follows]
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AMERICAN
REAL
ESTATE PARTNERS, L.P.
(Registrant)
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By: |
American
Property
Investors, Inc.,
its
General Partner
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By: |
/s/
Hillel Moerman |
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Hillel
Moerman
Chief
Financial Officer
American
Property Investors, Inc.,
the
General Partner of
American
Real Estate Partners, L.P
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Date: November
28, 2006
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