SDR

SandRidge Mississippian Trust II

SandRidge Mississippian Trust II is a Delaware statutory trust formed in December 2011 to own (a) overriding royalty interests to be conveyed to the trust by SandRidge in 67 producing horizontal wells, including 13 wells currently awaiting completion (the "Producing Wells"), in the Mississippian formation in northern Oklahoma and southern Kansas, and (b) overriding royalty interests in 206 horizontal development wells (calculated as described under "—The Development Wells") to be drilled in the Mississippian formation (the "Development Wells") on properties within an Area of Mutual Interest (the "AMI"). The AMI, which is limited to the Mississippian formation and consists of approximately 81,200 gross acres (53,000 net acres) held by SandRidge, is depicted by the area identified on the inside front cover of this prospectus. The top of the Mississippian formation is encountered at depths between approximately 4,000 feet and 7,000 feet and lies stratigraphically between the Pennsylvanian-aged Morrow formation and the Devonian-aged Woodford Shale formation. SandRidge intends to drill, or cause to be drilled, the Development Wells in the AMI by December 31, 2015 and is obligated to complete such drilling by December 31, 2016. Until SandRidge has satisfied its drilling obligation to the trust, it will not be permitted to drill and complete any wells for its own account within the AMI.