DENVER, July 18,
2024 /PRNewswire/ -- SM Energy Company ("SM Energy"
or "the Company") (NYSE: SM) announced today that, subject to
market conditions, it intends to offer $650,000,000.00 aggregate principal amount of its
senior notes due 2029 (the "2029 Notes"), and $650,000,000.00 aggregate principal amount of its
senior notes due 2032 (the "2032 Notes," and together with the 2029
Notes, the "Notes").
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 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 to be 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 are 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.
DISCLOSURES
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, 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