DENVER, July 18,
2024 /PRNewswire/ -- SM Energy Company ("SM Energy")
(NYSE: SM) announced today that it has priced an upsized offering
of $750,000,000.00 aggregate
principal amount of its 6.750% senior notes due 2029 (the
"2029 Notes"), and $750,000,000.00
aggregate principal amount of its 7.000% senior notes due 2032
(the "2032 Notes," and together with the 2029 Notes, the "Notes").
The Notes will be issued at par. The offering of the Notes is
expected to close on July 25, 2024,
subject to customary closing conditions.
SM Energy intends to use the net proceeds from the offering of
the Notes, together with cash on hand and borrowings under its
Credit Agreement, to fund the purchase price for SM Energy's
recently announced pending acquisition of certain oil and gas
properties, interests, and related assets located in the Uinta
Basin from certain entities affiliated with XCL Resources, LLC (the
"XCL Sellers" and such acquisition, the "XCL Acquisition"), to
redeem all of its outstanding 5.625% Notes due 2025 (the "2025
Notes"), and to pay related fees and expenses.
The 2029 Notes will be subject to a "special mandatory
redemption" if the consummation of the XCL Acquisition does not
occur on or before July 1, 2025, or
if the Company notifies the trustee of the 2029 Notes that it will
not pursue the consummation of the XCL Acquisition.
The Notes offered 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.
This press release does not constitute an offer to sell, a
solicitation, to buy or an offer to purchase or sell any
securities, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. This press
release is not a notice of redemption with respect to the 2025
Notes.
INFORMATION ON FORWARD LOOKING STATEMENTS
This release contains forward-looking statements within the
meaning of securities laws. Forward-looking statements
in this release include, among other things, the consummation of
the XCL Acquisition, the contingencies related to the special
mandatory redemption, the intended use of offering proceeds and
other aspects of the Notes offering. These statements involve known
and unknown risks, including market conditions, customary offering
closing conditions and other factors described in the Confidential
Offering Memorandum and Purchase Agreement, which may cause SM
Energy's actual results to differ materially from results expressed
or implied by the forward-looking statements. Future results may be
impacted by the risks discussed in the Risk Factors section of SM
Energy'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 XCL
Acquisition, including the risk that we may fail to consummate the
XCL Acquisition on the terms or timing currently contemplated, or
at all, the risk that Northern Oil and Gas, Inc., may fail to
consummate its purchase of an undivided 20% of the purchase and
sale agreement for the XCL Acquisition, the risk that we may fail
to realize the expected benefits of the XCL Acquisition, including
as it relates to the number of net acres to be acquired, the number
of expected drilling locations, reserves estimates and producing
formations, and risks related to the integration of the XCL
Acquisition or business disruptions that could result from the XCL
Acquisition. The forward-looking statements contained herein speak
as of the date of this release. Although SM Energy 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.
ABOUT THE COMPANY
SM Energy Company is an independent energy company engaged in
the acquisition, exploration, development, and production of oil,
gas, and NGLs in the state of Texas.
SM ENERGY INVESTOR CONTACTS
Jennifer Martin Samuels,
jsamuels@sm-energy.com, 303-864-2507
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SOURCE SM Energy Company