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.
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