Midstates Petroleum Proposes Combination with SandRidge Energy in All-Stock Transaction

Midstates Petroleum Company, Inc. (NYSE: MPO) (“Midstates” or the
“Company”) today announced that it has proposed to combine with
SandRidge Energy, Inc. (NYSE: SD) (“SandRidge”) in an all-stock merger
that would create the leading exploration and production company in the
Mississippian Lime play. Earlier today, Midstates sent a letter to the
Board of Directors of SandRidge detailing the merger proposal and its
strong desire to negotiate a friendly transaction. A copy of the letter
is included below.

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Given the highly complementary nature of the businesses, significant
shareholder overlap, and the substantial operational synergies,
Midstates believes that the proposed combination is attractive
strategically and financially for the shareholders of both companies.
Under the terms of the proposal, SandRidge shareholders would own
approximately 60% of the combined company and Midstates shareholders
would own 40%.

David J. Sambrooks, Midstates President and Chief Executive Officer,
stated, “We are ready to move forward immediately to negotiate a merger
agreement to form a stronger, more formidable company. The combined
company will have zero net debt, strong liquidity, and forecasted free
cash flow generation of up to $480 million over the next five years.”

Mr. Sambrooks continued, “Combining these two businesses in an at-market
merger would bring undeniable benefits to shareholders of both
companies. The strategic fit and geographic overlap of both companies’
assets in the Miss Lime and NW STACK builds critical mass, creates
significant synergies, and generates superior, risk-adjusted returns.”

Midstates is making this proposal public to inform both Midstates and
SandRidge shareholders of the compelling value creation potential of the
combination and to encourage SandRidge’s board to move towards a
negotiated transaction.

Strategic & Financial Rationale

Midstates believes that as one company, shareholders of Midstates and
SandRidge would share in the substantial upside, and the merger would
provide significant benefits to both sets of shareholders that would not
be available to either company on a standalone basis.

The combined company would:

• Achieve greater than $70 million in annual synergies, resulting in
  significant value creation, projected annual free cash flow of over
  $100 million and accretion to both sets of shareholders;
• Have increased scale, liquidity, access to capital markets and
  interest from a broader investor base, driving potential multiple
  expansion;
• Join highly complementary assets in the Mississippian Lime and NW
  STACK;
  • Control over 450,000 net acres in the core of the Mississippian
    Lime play and produce over 53,000 barrels of oil equivalent per
    day;
  • Own 75,000 net acres in the emerging NW STACK play currently being
    delineated through an attractive DrillCo and other operators that
    holds significant upside potential;
• Be led by David J. Sambrooks, Midstates’ President and Chief Executive
  Officer; respective shareholders to provide input on the Board of
  Directors;
• Implement a strategy focused on proven assets in the Mississippian
  Lime that optimizes the drilling program, high-grades the combined
  inventory and utilizes the latest in new generation completion
  technology; and
• Drive shareholder value and enhanced cash flow with prudent
  investment, non-core asset divestitures and a clean balance sheet.

Under the terms of the proposal, SandRidge shareholders would receive
1.068 shares of Midstates for each existing SandRidge share. Midstates
is prepared to work expeditiously to close the transaction as soon as
the second quarter of 2018. Any transaction would be subject to
regulatory and shareholder approvals and other customary closing
conditions.

Shareholder Support

The transaction has the support of Fir Tree Partners and Avenue Capital
Group, Midstates’ largest shareholders, holding a combined 40% of the
equity. Additionally, there is significant shareholder overlap between
the two companies of approximately 40%.

Advisors

Moelis & Company LLC is acting as financial advisor and Paul, Weiss,
Rifkind, Wharton & Garrison LLP is acting as legal counsel to Midstates.

Investor Presentation and Call

In conjunction with this release, Midstates has posted an investor
presentation on the Company’s website www.midstatespetroleum.com,
providing additional details on the substantial benefits related to the
combination of Midstates and SandRidge discussed above.

The Company will host a conference call to discuss the proposed
transaction on Tuesday, February 6, at 8:30 a.m. Eastern time (7:30 a.m.
Central time). Participants may join the conference call by dialing
(833) 851-6150 (for U.S. and Canada) or (478) 219-0257 (International).
The conference ID is 6694657. To listen via live webcast, please visit
the Investor Relations section of the Company’s website, www.midstatespetroleum.com.

An audio replay of the conference call will be available approximately
two hours after the conclusion of the call. The audio replay will remain
available until midnight on February 20, 2018 and can be accessed by
dialing (855) 859-2056 (for U.S. and Canada) or (404) 537-3406
(International).

Letter to SandRidge’s Board

The full text of Midstates’ February 6, 2018 letter to SandRidge’s Board
of Directors is below.

February 6, 2018
Mr. John V. Genova, Chairman of the Board
SandRidge
Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, OK 73102

Dear John,

As you are surely aware, David Sambrooks, the President & Chief
Executive Officer of Midstates Petroleum, Inc. (“Midstates”) informed
James Bennett, your President, Chief Executive Officer and member of
your Board of Directors, on January 18, 2018, that Midstates was
interested in exploring a strategic combination of our two companies. I
am confident that we both agree that there are significant benefits that
could be realized by each of our companies and our respective
shareholders from such a transaction. Although Mr. Sambrooks and Mr.
Bennett have exchanged communication since January 18 pertaining to a
meeting to discuss the opportunity, Mr. Bennett has not yet provided a
date for a meeting.

Midstates’ Board of Directors has continued to carefully evaluate the
advantages of a business combination between Midstates and SandRidge
Energy, Inc. (“SandRidge”) and feels strongly that a merger should be
vigorously pursued to maximize value for shareholders of each of our
respective companies. Accordingly, we have decided that the best way to
proceed is for us to submit a specific written proposal to you and your
Board of Directors for formal consideration.

Proposal

On behalf of Midstates’ Board of Directors, I am pleased to submit a
proposal for the merger of Midstates and SandRidge pursuant to which our
respective companies would combine in an all-stock merger transaction in
which SandRidge’s shareholders would receive 1.068 Midstates shares for
each SandRidge share. The resulting pro forma ownership of the combined
company would be approximately 60% for current SandRidge shareholders
and approximately 40% for current Midstates shareholders. This proposed
exchange ratio was determined based on the closing share prices as of
February 5, 2018.

Midstates’ Chief Executive Officer would lead the combined company and
remaining key positions would be selected jointly on a “best of the
best” basis, building on the strengths of both companies. We would
expect the combined company’s board of directors to be jointly selected
by both companies based upon input from our respective shareholders.

Benefits of Combination

We have dedicated a full team to the evaluation of SandRidge, including
both Midstates’ management and outside advisors, and have performed a
thorough review of SandRidge’s public filings and other publicly
available information over the course of the last several weeks. Based
upon this review, we are convinced that the strategic, operational and
financial merits of such a combination will provide significant benefits
to our respective shareholder groups.

• SandRidge’s and Midstates’ shareholders would benefit pro rata in over
  $70 million of estimated annual synergies, including estimated
  operational synergies of approximately $55 million, and an additional
  approximately $15 million of estimated capital expenditure synergies
  driving $400 – 480 million of cumulative free cash flow through 2022E
• The combined current market capitalization would be approximately $1
  billion, providing improved liquidity to existing shareholders by
  increasing the float and trading volume and attracting institutional
  and index fund shareholders
• Larger scale of Mississippian Lime assets, strong balance sheet and
  improved free cash flow generation will afford the combined company
  greater flexibility in allocating capital between attractive
  reinvestment opportunities and return of capital to shareholders
• The combined company would have the leading position in the core of
  the Mississippian Lime play that allows it to comprehensively manage
  water disposal
• Significant valuation uplift from capitalized annual cash savings and
  recurring annual capital expenditure savings

We believe these benefits would result in compelling value creation for
both sets of shareholders.

In addition, these benefits, combined with our larger market
capitalization, could encourage investors to place a higher multiple on
the combined business, representing additional potential value creation
for both companies’ shareholders.

We believe both SandRidge and Midstates shareholders would
enthusiastically support such a combination. We have discussed our
proposal with Fir Tree and Avenue Capital, who collectively hold
approximately 40% of our outstanding shares, and they are highly
supportive of this proposal. We are confident other shareholders of our
two companies will similarly see the benefits of this combination and
support the transaction.

Next Steps

We are prepared to move expeditiously in connection with our proposal
and would like to meet with you and your Board of Directors to discuss
the merits of a combination and our proposal in more detail.

We want to emphasize that it remains our strong preference to execute
this transaction on a negotiated basis with SandRidge’s current Board of
Directors. In furtherance of this approach, Midstates is prepared to
engage immediately with the SandRidge team. In addition, we and our
advisers, Moelis & Company LLC and Paul, Weiss, Rifkind, Wharton &
Garrison, LLP, are prepared to begin immediately the process of
negotiating a definitive agreement. We believe that we can complete due
diligence, negotiate a definitive agreement and obtain final Board
approval in a matter of a few weeks.

This proposal, which has received the unanimous support of our Board of
Directors, is non-binding and subject to satisfactory completion of due
diligence and the execution of mutually acceptable definitive agreements.

I trust that you will see that our proposal represents a compelling
opportunity for value creation for each of our respective shareholders
and that we ought to move quickly to complete reciprocal due diligence
and negotiate a merger agreement. We look forward to receiving the
response from your Board of Directors after it has reviewed our merger
proposal.

Sincerely,

MIDSTATES PETROLEUM COMPANY, INC.

/s/ Alan J. Carr

Alan J. Carr

Chairman of the Board

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. All statements that are not
statements of historical fact, including statements regarding the
Company’s strategy, future operations, financial position, estimated
revenues and losses, projected costs, resource potential, drilling
locations, prospects and plans and objectives of management, are
considered forward-looking statements. These forward-looking statements
include statements of anticipated changes in the business environment in
which the Company operates and in the Company’s future operating results
relating to the Company’s offer and the potential benefits of a
transaction with SandRidge. There is no assurance that the potential
transaction will be consummated, and it is important to note that actual
results could differ materially from those projected in such
forward-looking statements. Without limiting the generality of the
foregoing, these statements are based on certain assumptions made by the
Company based on management’s experience, expectations and perception of
historical trends, current conditions, anticipated future developments
and other factors believed to be appropriate. Although the Company
believes that its plans, intentions and expectations reflected in or
suggested by the forward-looking statements made in this press release
are reasonable, the Company gives no assurance that these plans,
intentions or expectations will be achieved when anticipated or at all.
Moreover, such statements are subject to a number of factors, many of
which are beyond the control of the Company, which may cause actual
results to differ materially from those implied or expressed by the
forward-looking statements. These factors include, but are not limited
to variations in the market demand for, and prices of, oil and natural
gas; uncertainties about the Company’s estimated quantities of oil and
natural gas reserves, resource potential and drilling locations; the
adequacy of the Company’s capital resources and liquidity; general
economic and business conditions; weather-related downtime; failure to
realize expected value creation from property acquisitions;
uncertainties about the Company’s ability to replace reserves and
economically develop its current reserves; risks related to the
concentration of the Company’s operations; drilling results; and
potential financial losses or earnings reductions from the Company’s
commodity derivative positions.

Any forward-looking statement speaks only as of the date on which such
statement is made and the Company undertakes no obligation to correct or
update any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
applicable law.

About Midstates Petroleum Company, Inc.

Midstates Petroleum Company, Inc. is an independent exploration and
production company focused on the application of modern drilling and
completion techniques in oil and liquids-rich basins in the onshore U.S.
The Company’s operations are currently focused on oilfields in the
Mississippian Lime play in Oklahoma and the Anadarko Basin in Texas and
Oklahoma.

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