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

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

News Market Reaction – SM

+1.87%

12 alerts

+1.87% News Effect

+$112M Valuation Impact

$6.12B Market Cap

0.5x Rel. Volume

On the day this news was published, SM gained 1.87%, reflecting a mild positive market reaction. Our momentum scanner triggered 12 alerts that day, indicating notable trading interest and price volatility. This price movement added approximately $112M to the company's valuation, bringing the market cap to $6.12B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

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

7 metrics

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

Market Reality Check

Price: $29.05 Vol: Volume 7,723,497 vs 20-da...

normal vol

$29.05 Last Close

Volume Volume 7,723,497 vs 20-day average 8,727,599 (relative volume 0.88x), suggesting typical pre-news activity. normal

Technical Price $24.09 trades above 200-day MA $23.15 and sits 27.3% below the $33.135 52-week high.

Peers on Argus

SM slipped 0.41% while only one peer in momentum (MGY) showed a move, down 3.84%...

1 Down

SM slipped 0.41% while only one peer in momentum (MGY) showed a move, down 3.84% with no news, and other close peers were mixed. This points to company-specific positioning rather than a clear sector-wide trade.

Previous Private placement,offering Reports

2 past events · Latest: Jul 18 (Positive)

Same Type Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Jul 18	Notes offering priced	Positive	-1.3%	Priced $1.5B of 2029 and 2032 senior notes to fund Uinta acquisition.
Jul 18	Notes offering announced	Positive	+0.9%	Announced $650M 2029 and $650M 2032 notes for Uinta deal and 2025 note redemption.

Pattern Detected

Past senior note offerings under the same tag showed modest moves, with an average 1-day change of -0.18%, indicating generally muted equity reactions to similar financings.

Recent Company History

Historically under the private placement/offering tag, SM Energy has used senior note offerings to fund strategic transactions and liability management. In July 2024, it announced and then priced $1.5 billion of senior notes split between 2029 and 2032 maturities to fund a Uinta Basin acquisition and redeem 2025 notes. Equity reactions around those financings were modest, with one slight gain and one small decline, suggesting investors often treat these capital structure moves as incremental rather than transformational.

Historical Comparison

-0.2% avg move · Past senior note offerings for acquisitions and refinancing moved SM’s shares by an average of -0.18...

private placement,offering

-0.2%

Average Historical Move private placement,offering

Past senior note offerings for acquisitions and refinancing moved SM’s shares by an average of -0.18%, suggesting typically muted equity responses to similar liability-management announcements.

Financing strategy has repeated: announce and then price senior notes to fund asset acquisitions and redeem nearer-term notes, reflecting an ongoing balance sheet optimization pattern.

Market Pulse Summary

This announcement outlines a planned private offering of $750 million in senior notes due 2034, with...

Analysis

This announcement outlines a planned private offering of $750 million in senior notes due 2034, with proceeds earmarked to repurchase up to $750 million of the outstanding $1.350 billion 8.375% notes due 2028. It continues SM Energy’s pattern of using private notes to manage maturities and funding. Investors may watch the final coupon, demand from Rule 144A and Regulation S buyers, and progress on broader balance sheet and asset-sale initiatives when assessing future updates.

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. Not financial advice.

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

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.