SM Energy to Acquire HighPoint Resources for $1.1B

Ticker: SM · Form: 8-K · Filed: Aug 22, 2024 · CIK: 893538

Sm Energy Co 8-K Filing Summary
FieldDetail
CompanySm Energy Co (SM)
Form Type8-K
Filed DateAug 22, 2024
Risk Levelmedium
Pages2
Reading Time3 min
Key Dollar Amounts$0.01
Sentimentbullish

Sentiment: bullish

Topics: acquisition, oil and gas, consolidation

Related Tickers: SM, HPR

TL;DR

SM Energy is buying HighPoint Resources for $1.1B to boost its DJ Basin presence.

AI Summary

SM Energy Co. announced on August 21, 2024, that it has entered into a definitive agreement to acquire all of the outstanding common stock of HighPoint Resources Corp. for approximately $1.1 billion. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition significantly expands SM Energy's footprint in the DJ Basin, potentially leading to increased production and operational efficiencies.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and unforeseen liabilities, which could impact SM Energy's financial performance.

Key Numbers

  • $1.1B — Acquisition Value (Total consideration for HighPoint Resources Corp.)

Key Players & Entities

  • SM Energy Co. (company) — Acquiring company
  • HighPoint Resources Corp. (company) — Target company
  • $1.1 billion (dollar_amount) — Acquisition price
  • August 21, 2024 (date) — Announcement date
  • fourth quarter of 2024 (date) — Expected closing period
  • DJ Basin (location) — Geographic focus of acquisition

FAQ

What is the primary strategic rationale behind SM Energy's acquisition of HighPoint Resources Corp.?

The acquisition is expected to significantly expand SM Energy's footprint in the DJ Basin, enhancing its operational scale and potential for growth in that region.

What is the total value of the transaction between SM Energy and HighPoint Resources?

The definitive agreement is for the acquisition of all outstanding common stock of HighPoint Resources Corp. for approximately $1.1 billion.

When is the expected closing date for the acquisition?

The transaction is anticipated to close in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions.

What are the key geographic areas involved in this acquisition?

The acquisition is focused on expanding SM Energy's presence in the DJ Basin.

What are the main conditions that need to be met for the acquisition to be completed?

The acquisition is subject to customary closing conditions, which typically include regulatory approvals and shareholder consent.

Filing Stats: 739 words · 3 min read · ~2 pages · Grade level 12.5 · Accepted 2024-08-22 08:29:42

Key Financial Figures

  • $0.01 — nge on which registered Common stock, $0.01 par value SM New York Stock Exchange

Filing Documents

01 Other Events

Item 8.01 Other Events. As previously announced, on June 27, 2024, SM Energy Company (" Company ") entered into a Purchase and Sale Agreement with XCL Resources, LLC, and certain affiliated entities (collectively, " XCL "), 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 XCL (" Acquisition "). The closing of the Acquisition is subject to, among other things, the satisfaction or waiver of certain conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (" HSR Act "). The 30-day waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on August 21, 2024. The closing of the Acquisition is expected to occur on October 1, 2024, subject to the satisfaction or waiver of customary closing conditions.

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 17A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this report include the Company's expectation that the remaining conditions to the closing of the Acquisition will be satisfied or waived, and that the closing of the Acquisition will occur on October 1, 2024. These statements involve known and unknown risks and may be impacted by the risks discussed in the Risk Factors section of the Company's most recent Annual Report on Form 10-K for the year ended December 31, 2023, as such risk factors may be updated from time to time in the Company's other periodic and current reports filed with the Securities and Exchange Commission. These risks also include risks associated with the Acquisition, including the risk that we may fail to consummate the Acquisition on the terms or timing currently contemplated, or at all, the risk that we may fail to realize the expected benefits of the Acquisition, and risks related to the integration of the Acquisition or business disruptions that could result from the Acquisition. The forward-looking statements contained herein speak as of the date of this report. Although the Company may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so, except as required by applicable securities laws.

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: August 22, 2024 By: /s/ JAMES B. LEBECK James B. Lebeck Executive Vice President and General Counsel

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