SM ENERGY ANNOUNCES EXPIRATION AND FINAL TENDER RESULTS OF PREVIOUSLY ANNOUNCED CASH TENDER OFFER

SM Energy (NYSE: SM) announced final results of its cash tender offer for the 8.375% Senior Notes due 2028, accepting $893,995,000 aggregate principal amount of notes.

Rhea-AI Summary

SM Energy (NYSE: SM) announced final results of its cash tender offer for the 8.375% Senior Notes due 2028, accepting $893,995,000 aggregate principal amount of notes.

SM Energy accepted $783,605,000 on March 19, 2026 and an additional $110,390,000 tendered through April 1, 2026; settlement is April 3, 2026.

Positive

• $893,995,000 aggregate principal amount of Notes accepted for purchase
• Settlement for accepted Notes scheduled on April 3, 2026
• Tender Offer not conditioned on a minimum amount, ensuring acceptance obligations

Negative

• Accepted amount of $893,995,000 fell short of the $1,000,000,000 Maximum Tender Amount

Argus Apr 2 session

+3.80% close to close Open Argus

Details

News Market Reaction – SM

On Apr 2, the day this news came out, SM closed 3.80% above the previous close.

Data tracked by StockTitan Argus for the Apr 2 session.

Key Figures

Maximum Tender Amount: $1,000,000,000 Coupon Rate: 8.375% Late Tendered Notes: $110,390,000 +5 more

Maximum Tender Amount

$1,000,000,000

Cap on cash tender offer for 8.375% Senior Notes due 2028

Coupon Rate

8.375%

Senior Notes due 2028 originally issued by Civitas

Late Tendered Notes

$110,390,000

Notes validly tendered after Early Tender Date but before Expiration

Early Accepted Notes

$783,605,000

Notes accepted for purchase on March 19, 2026

Total Notes Accepted

$893,995,000

Aggregate principal amount of notes accepted in the tender offer

Expiration Date

April 1, 2026

Final deadline for tender offer participation

Final Settlement Date

April 3, 2026

Settlement for notes tendered after Early Tender Date

CUSIP Numbers

Rule 144A: 17888HAA1 / Reg. S: U1638HAA5

Identifiers for 8.375% Senior Notes due 2028

Historical Context

5 past events · Latest: Mar 18

5 events

1. Mar 18

   Early tender results

   24h Move

   +1.7%

   Upsized tender and strong early participation in 2028 note repurchase.

2. Mar 04

   Debt offering priced

   24h Move

   +4.2%

   Pricing of $1.0B 6.625% 2034 notes to fund tender and refinancing.

3. Mar 04

   Tender offer launch

   24h Move

   +1.9%

   Launch of cash tender offer for up to $750M of 2028 notes.

4. Mar 04

   Debt offering plan

   24h Move

   +1.9%

   Announcement of planned $750M 2034 notes to fund tender offer.

5. Feb 25

   2026 outlook

   24h Move

   -1.8%

   2026 plan emphasizing free cash flow, asset sales and debt reduction.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

cash tender offer, senior notes, rule 144a, regulation s, +4 more

8 terms

cash tender offer financial

"announced the final tender results of the previously announced cash tender offer to purchase"

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

senior notes financial

"aggregate principal amount of the outstanding 8.375% Senior Notes due 2028"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

rule 144a regulatory

"8.375% Senior Notes due 2028 (CUSIP Numbers Rule 144A: 17888HAA1 / Reg. S: U1638HAA5)"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"CUSIP Numbers Rule 144A: 17888HAA1 / Reg. S: U1638HAA5"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

aggregate principal amount financial

"up to $1,000,000,000 (the "Maximum Tender Amount") aggregate principal amount of the outstanding"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

dealer manager financial

"SM Energy retained BofA Securities, Inc. as dealer manager and solicitation agent"

A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.

information agent financial

"D.F. King & Co., Inc. as the Tender Agent and the Information Agent for the Tender Offer"

An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.

offer to purchase regulatory

"subject to the terms and conditions set forth in the Offer to Purchase dated March 4, 2026"

An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DENVER, April 2, 2026 /PRNewswire/ -- SM Energy Company ("SM Energy") (NYSE: SM) today announced the final tender results of the previously announced cash tender offer to purchase (the "Tender Offer") up to $1,000,000,000 (the "Maximum Tender Amount") aggregate principal amount of the outstanding 8.375% Senior Notes due 2028 (CUSIP Numbers Rule 144A: 17888HAA1 / Reg. S: U1638HAA5) (the "Notes"), originally issued by Civitas Resources, Inc. ("Civitas"), and assumed by SM Energy in connection with the closing of its merger with Civitas, subject to the terms and conditions set forth in the Offer to Purchase dated March 4, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase").

As of 5:00 p.m., New York City time, on April 1, 2026 (the "Expiration Date"), according to information provided by D.F. King & Co., Inc., the Tender Agent and the Information Agent for the Tender Offer, $110,390,000 aggregate principal amount of Notes had been validly tendered and not validly withdrawn after the Early Tender Date but prior to the Expiration Date. Subject to the terms and conditions of the Tender Offer, SM Energy is accepting for purchase all $110,390,000 aggregate principal amount of Notes validly tendered after the Early Tender Date and at or prior to the Expiration Date, in addition to the $783,605,000 aggregate principal amount of Notes accepted for purchase on March 19, 2026, for a total of $893,995,000 aggregate principal amount of Notes accepted for purchase. The settlement date with respect to all Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and not validly withdrawn and accepted for purchase is April 3, 2026.

The terms and conditions of the Tender Offer, including SM Energy's obligation to accept the Notes tendered and pay the purchase price therefor, were set forth in the Offer to Purchase. The Tender Offer was not conditioned on any minimum amount of Notes being tendered.

SM Energy retained BofA Securities, Inc. as dealer manager and solicitation agent, and D.F. King & Co., Inc. as the Tender Agent and the Information Agent for the Tender Offer.

This press release does not constitute an offer to purchase or redeem or the solicitation of an offer to sell the securities described herein, 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.

DISCLOSURES

FORWARD LOOKING STATEMENTS

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this press release that address activities, events, or developments that we expect, believe, or anticipate will or may occur in the future are forward-looking statements. The words "action," "anticipate," "deliver," "demonstrate," "establish," "estimate," "expects," "goal," "generate," "guidance," "integrate," "maintain," "objectives," "optimize," "project," "target," and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this release include, but are not limited to, among other things, the completion of the Tender Offer. Such forward-looking statements are based on assumptions and analyses made by SM Energy in light of its experience and its perception of historical trends, current conditions, expected future developments, and other factors that SM Energy believes are appropriate under the circumstances. These statements involve known and unknown risks, 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, as such risk factors may be updated from time to time in SM Energy's other periodic reports filed with the Securities and Exchange Commission. Forward-looking statements are not guarantees of future performance and actual results or performance may be materially different from those expressed or implied in the forward-looking statements. 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 securities laws.

ABOUT THE COMPANY

SM Energy Company is an independent energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and natural gas liquids in the states of Colorado, New Mexico, Texas and Utah.

SM ENERGY INVESTOR CONTACTS

Patrick Lytle, plytle@sm-energy.com, 303-864-2502

Meghan Dack, mdack@sm-energy.com, 303-837-2426

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SOURCE SM Energy Company

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much principal did SM (NYSE: SM) accept in the April 1, 2026 tender offer expiration?

SM Energy accepted a total of $893,995,000 aggregate principal amount of Notes for purchase. According to SM Energy, $783,605,000 were accepted on March 19, 2026 and $110,390,000 were validly tendered by April 1, 2026.

When will the accepted 8.375% Senior Notes due 2028 settle for SM Energy (SM)?

Settlement for Notes accepted after the Early Tender Date is scheduled for April 3, 2026. According to SM Energy, that date applies to all Notes validly tendered after the Early Tender Date and not validly withdrawn.

Did SM Energy (SM) reach its $1,000,000,000 maximum in the tender offer?

No, SM Energy accepted $893,995,000, below the $1,000,000,000 Maximum Tender Amount. According to SM Energy, $110,390,000 were tendered after the Early Tender Date plus prior acceptances totaling $783,605,000.

Was SM Energy's (SM) tender offer conditional on a minimum amount being tendered?

No, the Tender Offer was not conditioned on any minimum amount of Notes being tendered. According to SM Energy, acceptance and purchase obligations were set forth in the Offer to Purchase without a minimum tender condition.

Which parties assisted SM Energy (NYSE: SM) with the tender offer process announced April 2, 2026?

SM Energy retained BofA Securities as dealer manager and D.F. King & Co. as Tender Agent and Information Agent. According to SM Energy, those firms managed solicitation, tender processing, and related communications.