SM Energy Co. Files 8-K for Material Definitive Agreement

TL;DR

SM Energy just signed a big deal, filing an 8-K. Keep an eye on this.

AI Summary

SM Energy Co. entered into a material definitive agreement on June 27, 2024. The company, previously known as ST Mary Land & Exploration Co., is incorporated in Delaware and headquartered in Denver, Colorado. This filing is a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new agreement for SM Energy Co., which could impact its operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood by the market.

Key Numbers

• 001-31539 — SEC File Number (Identifies the company's filing history with the SEC.)
• 41-0518430 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• SM Energy Co. (company) — Registrant
• ST MARY LAND & EXPLORATION CO (company) — Former company name
• June 27, 2024 (date) — Date of earliest event reported
• Denver, Colorado (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value SM New York Stock Exchange
• $2,550,000,000 — will receive aggregate consideration of $2,550,000,000 in cash (the " XCL Purchase Price "), s
• $2,040,000,000 — e unadjusted XCL Purchase Price will be $2,040,000,000. The obligations of the parties to co
• $1,200,000,000 — customary closing conditions, (i) up to $1,200,000,000 of senior unsecured 364-day bridge term

Filing Documents

• sm-20240627.htm (8-K) — 41KB
• exhibit101-xclpurchaseands.htm (EX-10.1) — 1083KB
• exhibit102-smxnogxacquisit.htm (EX-10.2) — 181KB
• 0000893538-24-000059.txt ( ) — 1628KB
• sm-20240627.xsd (EX-101.SCH) — 2KB
• sm-20240627_lab.xml (EX-101.LAB) — 21KB
• sm-20240627_pre.xml (EX-101.PRE) — 12KB
• sm-20240627_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. XCL Acquisition On June 27, 2024, SM Energy Company (the " Company ") entered into a Purchase and Sale Agreement (the " XCL Acquisition Agreement ") with XCL AssetCo, LLC, a Delaware limited liability company, XCL Marketing, LLC a Delaware limited liability company, Wasatch Water Logistics, LLC, a Delaware limited liability company, XCL Resources LLC, a Texas limited liability company, and XCL SandCo, LLC, a Delaware limited liability company (collectively, the " XCL Sellers "), and, solely for purposes of ratifying certain representations and warranties, interim covenants and interpretative provisions, Northern Oil and Gas, Inc., a Delaware corporation (" NOG "), pursuant to which the Company agreed to purchase all of the rights, titles and interests in the Uinta Basin oil and gas assets owned by the XCL Sellers (the " Uinta Basin Assets "). The XCL Acquisition Agreement provides that the Company may, immediately prior to the closing of the transactions contemplated by the XCL Acquisition Agreement, assign an undivided 20% interest in the XCL Acquisition Agreement to NOG and cause the XCL Sellers to directly assign an undivided 20% interest in certain of the Uinta Basin Assets to NOG. Upon the closing of the transactions contemplated by the XCL Acquisition Agreement, the XCL Sellers will receive aggregate consideration of $2,550,000,000 in cash (the " XCL Purchase Price "), subject to certain customary closing purchase price adjustments set forth in the XCL Acquisition Agreement. After the anticipated assignment to NOG of an undivided 20% interest in the XCL Acquisition Agreement, the Company's proportionate share of the unadjusted XCL Purchase Price will be $2,040,000,000. The obligations of the parties to complete the transactions contemplated by the XCL Acquisition Agreement (collectively, the " XCL Acquisition ") are subject to the satisfaction or waiver of customary closing conditions set forth in t

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 10 . 1* Purchase and Sale Agreement dated as of June 27, 2024 by and among XCL AssetCo, LLC, XCL Marketing, LLC, Wasatch Water Logistics, LLC, XCL Resources , LLC and XCL SandCo, LLC , as Seller, and SM Energy Company , as Purchase r , and solely for the limited purposes as set forth therein, Northern Oil and Gas , Inc. 10. 2* Acquisition and Cooperation Agreement dated as of June 27, 202 4 by and between SM Energy Company and Northern Oil and Gas , Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101) _____________________________________ * Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.

SIGNATURES

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. SM ENERGY COMPANY Date: June 28, 2024 By: /s/ JAMES B. LEBECK James B. Lebeck Executive Vice President and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR