SM ENERGY ANNOUNCES PRIVATE OFFERING OF $750 MILLION OF SENIOR NOTES DUE 2034

SM Energy (NYSE: SM) intends to privately offer $750 million of senior notes due 2034 to fund an offer to purchase up to $750 million of its outstanding 8.375% senior notes due 2028.

Rhea-AI Summary

SM Energy (NYSE: SM) intends to privately offer $750 million of senior notes due 2034 to fund an offer to purchase up to $750 million of its outstanding 8.375% senior notes due 2028. The offer is subject to market conditions and customary terms.

The new Notes will be issued in a Rule 144A/Regulation S private placement, will not be registered under the Securities Act, and are being offered only to qualified institutional buyers and non-U.S. persons outside the United States.

Positive

• $750M proposed refinancing to address 2028 maturity
• Targeted cash out for up to $750M of 8.375% 2028 notes
• Use of private placement may expedite liability management

Negative

• New debt increases long-term leverage via 2034 maturity
• Notes unavailable to U.S. retail investors due to exemption

Argus Mar 4 session

+1.87% close to close Open Argus

Details

News Market Reaction – SM

On Mar 4, the day this news came out, SM closed 1.87% above the previous close.

Data tracked by StockTitan Argus for the Mar 4 session.

Key Figures

New senior notes: $750 million Tender offer size: $750 million Outstanding 2028 notes: $1.350 billion +4 more

New senior notes

$750 million

Aggregate principal amount of senior notes due 2034

Tender offer size

$750 million

Cash offer to purchase portion of 8.375% Notes due 2028

Outstanding 2028 notes

$1.350 billion

Principal amount of 8.375% Senior Notes due 2028 outstanding

Coupon 2028 notes

8.375%

Interest rate on existing Senior Notes due 2028

Securities Act year

1933

Securities Act of 1933 referenced for registration exemption

Maturity 2034 notes

2034

Stated maturity year of newly offered senior notes

Maturity 2028 notes

2028

Maturity year of existing 8.375% Senior Notes subject to offer

Previous Private placement,offering Reports

2 past events · Latest: Jul 18

Same Type 2 events

1. Jul 18

   Notes offering priced

   24h Move

   -1.3%

   Priced $1.5B of 2029 and 2032 senior notes to fund Uinta acquisition.

2. Jul 18

   Notes offering announced

   24h Move

   +0.9%

   Announced $650M 2029 and $650M 2032 notes for Uinta deal and 2025 note redemption.

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

Key Terms

senior notes, revolving credit facility, rule 144a, regulation s, +1 more

5 terms

senior notes financial

"it intends to offer $750 million aggregate principal amount of its senior notes due 2034"

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.

revolving credit facility financial

"together with cash on hand and/or borrowings under its revolving credit facility, to fund"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

rule 144a regulatory

"qualified institutional buyers under Rule 144A under the Securities Act and non-U.S."

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

"non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act"

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.

qualified institutional buyers financial

"offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

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

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DENVER, March 4, 2026 /PRNewswire/ -- SM Energy Company ("SM Energy" or "the Company") (NYSE: SM) announced today that, subject to market conditions, it intends to offer $750 million aggregate principal amount of its senior notes due 2034 (the "Notes").

SM Energy intends to use the net proceeds from the offering of the Notes, together with cash on hand and/or borrowings under its revolving credit facility, to fund an offer to purchase for cash up to $750 million of its outstanding $1.350 billion principal amount of its 8.375% Senior Notes due 2028 (the "2028 Notes"), solely upon the terms and conditions described in the Company's Offer to Purchase, dated March 4, 2026.

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 an offer to purchase the 2028 Notes.

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. Forward-looking statements in this release include the intended use of offering proceeds and other aspects of the Notes offering. These statements involve known and unknown risks and uncertainties, 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 included in this communication. All such factors are difficult to predict and are beyond SM Energy's control, including those detailed in SM Energy's annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. All forward-looking statements are based on assumptions that SM Energy believes to be reasonable but that may not prove to be accurate. Such forward-looking statements are based on assumptions and analyses made by SM Energy in light of its perceptions of current conditions, expected future developments, and other factors that SM Energy believes are appropriate under the circumstances. These statements are subject to a number of known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future performance and actual results may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this press release speak as of the date of this press release.

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 NGLs in the states of Colorado, New Mexico, Texas and Utah. SM Energy routinely posts important information about the Company on its website. 

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.

What is SM Energy (SM) announcing on March 4, 2026 regarding senior notes?

SM Energy plans a private offering of $750 million senior notes due 2034 as refinancing. According to SM Energy, proceeds plus cash or revolver borrowings will fund an offer to purchase up to $750 million of its 8.375% 2028 notes.

How will SM Energy (SM) use proceeds from the $750 million 2034 notes offering?

Proceeds will be used to fund an offer to buy up to $750 million of 2028 notes in cash. According to SM Energy, funding may include net offering proceeds, cash on hand, and borrowings under its revolving credit facility.

Who can buy SM Energy's (SM) new 2034 notes and are they registered in the U.S.?

The 2034 notes are offered only to qualified institutional buyers and non-U.S. persons; they are not registered under the Securities Act. According to SM Energy, sales within the U.S. are restricted absent registration or an applicable exemption.

What are the key terms investors should note about SM Energy's (SM) offer to purchase 2028 notes?

SM Energy will offer to purchase up to $750 million of its 8.375% senior notes due 2028, subject to the Offer to Purchase dated March 4, 2026. According to SM Energy, terms and settlement depend on customary conditions and market factors.

Will SM Energy's (SM) March 4, 2026 press release constitute an offer to sell the new notes?

No, the press release is not an offer to sell or a solicitation to buy securities. According to SM Energy, any sale will occur only by delivery of offering documents and in jurisdictions where permitted by law.

Could SM Energy's (SM) refinancing affect its debt maturity profile?

Yes, issuing 2034 notes would extend maturities by replacing part of 2028 debt with longer-dated obligations. According to SM Energy, the intent is to manage the 2028 maturity via a cash offer funded by the proposed 2034 notes and other sources.