SM Energy (NYSE: SM) repurchases $893,995,000 of 8.375% 2028 notes in cash tender
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
SM Energy Company reports the expiration and final results of its cash tender offer to purchase up to $1,000,000,000 aggregate principal amount of 8.375% Senior Notes due 2028, originally issued by Civitas Resources and assumed in their merger.
The company accepted $110,390,000 of notes tendered after the early tender date, in addition to $783,605,000 accepted on March 19, 2026, for a total of $893,995,000 aggregate principal amount of notes repurchased. Settlement for the later tenders is scheduled for April 3, 2026, under the terms of the Offer to Purchase.
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Insights
SM Energy uses tender offer to retire nearly $894M of high‑coupon notes.
SM Energy completed a cash tender offer targeting up to $1,000,000,000 of 8.375% Senior Notes due 2028, originally issued by Civitas. Holders tendered a total of $893,995,000 in principal, all of which the company is accepting under the stated terms.
These notes carry a relatively high coupon of 8.375%, so retiring a large portion can meaningfully reshape the company’s debt profile, depending on how the repurchase is funded. The press release emphasizes that all terms, including pricing and accrued interest, remain governed by the Offer to Purchase dated March 4, 2026.
The tender was not conditioned on a minimum tender amount, and the offer expired at 5:00 p.m. New York City time on April 1, 2026. Investors can look to upcoming periodic filings for details on remaining notes outstanding, associated cash outflows, and any changes in leverage metrics following the April 3, 2026 settlement.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Maximum Tender Amount: $1,000,000,000 aggregate principal
Notes accepted after Early Tender Date: $110,390,000 aggregate principal
Notes accepted on March 19, 2026: $783,605,000 aggregate principal
+4 more
7 metrics
Maximum Tender Amount
$1,000,000,000 aggregate principal
Cash tender offer cap for 8.375% Senior Notes due 2028
Notes accepted after Early Tender Date
$110,390,000 aggregate principal
Validly tendered and not withdrawn by April 1, 2026 expiration
Notes accepted on March 19, 2026
$783,605,000 aggregate principal
Previously accepted early tenders under the offer
Total notes accepted
$893,995,000 aggregate principal
Combined early and later tenders of 8.375% notes
Coupon rate
8.375%
Interest rate on Senior Notes due 2028
Offer expiration time
5:00 p.m. New York City time
Expiration on April 1, 2026
Settlement date for later tenders
April 3, 2026
Settlement of notes tendered after Early Tender Date
Key Terms
cash tender offer, Maximum Tender Amount, 8.375% Senior Notes due 2028, Offer to Purchase, +2 more
6 terms
cash tender offer financial
"the previously announced cash tender offer to purchase (the “Tender Offer”)"
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.
Maximum Tender Amount financial
"up to $1,000,000,000 (the “Maximum Tender Amount”) aggregate principal amount"
8.375% Senior Notes due 2028 financial
"outstanding 8.375% Senior Notes due 2028 (CUSIP Numbers Rule 144A: 17888HAA1 / Reg. S: U1638HAA5)"
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.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Risk Factors section regulatory
"Future results may be impacted by the risks discussed in the Risk Factors section of SM Energy’s most recent Annual Report"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Zip Code) | ||||||||
| (Address of principal executive offices) | ||||||||
Registrant's telephone number, including area code: (303) 861-8140
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On April 2, 2026, the Company issued a press release announcing the expiration of the previously announced cash tender offer (the "Tender Offer") to purchase up to $1,000,000,000 aggregate principal amount of the outstanding 8.375% Senior Notes due 2028, originally issued by Civitas Resources, Inc. A copy of the press release is furnished as Exhibit 99.1 hereto. In accordance with General Instruction B.2 of Form 8-K, this press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K and exhibits hereto shall not constitute an offer to sell or the solicitation of an offer to buy the securities referenced 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 other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
99.1 | SM Energy Announces Expiration and Final Tender Results of Previously Announced Cash Tender Offer | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101) | ||||
SIGNATURES
Pursuant to the requirements of the Exchange Act, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SM ENERGY COMPANY | |||||||||||
| Date: | April 2, 2026 | By: | /s/ PATRICK A. LYTLE | ||||||||
| Patrick A. Lytle | |||||||||||
| Senior Vice President - Finance | |||||||||||
News Release |  | |||||||
EXHIBIT 99.1
SM ENERGY ANNOUNCES EXPIRATION AND FINAL TENDER RESULTS OF PREVIOUSLY ANNOUNCED CASH TENDER OFFER
DENVER, Apr. 2, 2026 – 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.
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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