SM Energy Co. Enters Material Definitive Agreement

TL;DR

SM Energy Co. just signed a big deal, could affect their finances.

AI Summary

On July 25, 2024, SM Energy Co. entered into a Material Definitive Agreement related to a direct financial obligation. The company, incorporated in Delaware, has its principal executive offices in Denver, Colorado.

Why It Matters

This filing indicates SM Energy Co. has entered into a significant agreement that could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and direct financial obligations can introduce financial risks and operational changes for the company.

Key Numbers

• 0000893538-24-000085 — Accession Number (Unique identifier for the filing)
• 001-31539 — SEC File Number (SEC's file number for the company)

Key Players & Entities

• SM Energy Co. (company) — Registrant
• July 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Denver, Colorado (location) — Address of principal executive offices
• 1700 Lincoln Street, Suite 3200 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value SM New York Stock Exchange
• $750.0 million — mpany (the " Company ") issued and sold $750.0 million in aggregate principal amount of the Co
• $1,200,000,000 — of customary closing conditions, up to $1,200,000,000 of senior unsecured 364-day bridge term
• $30.0 million — ich has been so accelerated, aggregates $30.0 million or more; (vii) certain events of bankru
• $349.1 million — that the Company intends to redeem the $349.1 million aggregate principal amount outstanding
• $1,000.00 — the 2025 Notes on the Redemption Date ($1,000.00 per $1,000 principal amount outstanding
• $1,000 — s on the Redemption Date ($1,000.00 per $1,000 principal amount outstanding), plus acc

Filing Documents

• sm-20240725.htm (8-K) — 42KB
• exhibit41indenture.htm (EX-4.1) — 1080KB
• 0000893538-24-000085.txt ( ) — 1417KB
• sm-20240725.xsd (EX-101.SCH) — 2KB
• sm-20240725_lab.xml (EX-101.LAB) — 21KB
• sm-20240725_pre.xml (EX-101.PRE) — 12KB
• sm-20240725_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On July 25, 2024, SM Energy Company (the " Company ") issued and sold $750.0 million in aggregate principal amount of the Company's 6.750% Senior Notes due 2029 (the " 2029 Notes ") and $750.0 million in aggregate principal amount of the Company's 7.000% Senior Notes due 2032 (the " 2032 Notes " and together with the 2029 Notes, the " Notes "), pursuant to a Purchase Agreement, dated July 18, 2024, among the Company and J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and BofA Securities, Inc., acting as representatives of the several initial purchasers named therein (the " Initial Purchasers "). The Notes will not be registered under the Securities Act of 1933, as amended (the " Securities Act "), or under any state or other securities laws, and the Notes will be issued pursuant to an exemption therefrom, and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. person, absent registration or an applicable exemption from registration requirements. The Notes were being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. As previously announced in a report on Form 8-K filed with the United States Securities and Exchange Commission (the " Commission ") on June 28, 2024, the Company obtained commitments from JPMorgan Chase Bank, N.A., Bank of America, N.A and Wells Fargo Bank, N.A. (together with their applicable affiliates, the " Commitment Parties "), pursuant to which the Commitment Parties initially agreed to provide, subject to the satisfaction of customary closing conditions, up to $1,200,000,000 of senior unsecured 364-day bridge term loans (the " Bridge Loan Commitment "). Upon issuance of the Notes, the Bridge Loan Commitment expired in accordance with its terms. Indenture

01 Other Events

Item 8.01 Other Events. On July 25, 2024, the Company issued a notice of full redemption to the holders of the Company's 5.625% Senior Notes due 2025 (" 2025 Notes ") notifying such holders that the Company intends to redeem the $349.1 million aggregate principal amount outstanding of its 2025 Notes on August 26, 2024 (" Redemption Date "). In accordance with the terms of the indenture governing the 2025 Notes, the redemption price will be equal to 100.0% of the principal amount outstanding of the 2025 Notes on the Redemption Date ($1,000.00 per $1,000 principal amount outstanding), plus accrued and unpaid interest on the principal amount outstanding from June 1, 2024 to, but excluding, the Redemption Date. U.S. Bank Trust Company, National Association, as trustee for the 2025 Notes, issued a notice to registered holders of the 2025 Notes concerning the redemption. After such redemption, no 2025 Notes will remain outstanding. The foregoing does not constitute a notice of redemption with respect to the 2025 Notes.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as of July 25, 2024, by and between SM Energy Company and U.S. Bank Trust Company, National Association, as trustee 104 Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101)

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: July 25, 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