SM Energy (NYSE: SM) prices $1.0B 6.625% senior notes to refinance 2028 debt
Rhea-AI Filing Summary
SM Energy Company announced that it has priced an upsized private offering of
SM Energy plans to use the net proceeds mainly to fund a previously announced cash tender offer for up to
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Insights
SM Energy refinances higher-cost 2028 debt with a larger 2034 note.
SM Energy is issuing
This transaction extends debt maturities from 2028 to 2034 while reducing the coupon on the refinanced portion from 8.375% to 6.625%. The net effect on leverage, interest expense, and liquidity will depend on actual tender participation and how much of the remaining 2028 balance is repaid using excess proceeds.
The offering is expected to close on
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 8.01 Other Events.
On March 4, 2026, SM Energy Company (the “Company”) issued a press release announcing that the Company priced an upsized private offering of $1,000,000,000 aggregate principal amount of 6.625% senior notes due 2034. A copy of the press release is filed hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release, dated March 4, 2026, entitled “SM Energy Prices an Upsized Private Offering of $1.0 Billion of Senior Notes Due 2034.” | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SM ENERGY COMPANY | ||
| Date: March 4, 2026 | By: | /s/ James B. Lebeck |
| James B. Lebeck | ||
| Executive Vice President – Chief Corporate Development Officer, General Counsel and Corporate Secretary | ||
Exhibit 99.1
| News Release |  |
SM ENERGY PRICES AN UPSIZED PRIVATE OFFERING OF $1.0 BILLION OF SENIOR NOTES DUE 2034
DENVER – Mar. 4, 2026 – SM Energy Company (“SM Energy”) (NYSE: SM) announced today that it has priced an upsized offering of $1.0 billion aggregate principal amount of 6.625% senior notes due 2034 (the “Notes”). The Notes will be issued at par. The offering of the Notes is expected to close on March 9, 2026, subject to customary closing conditions.
SM Energy intends to use the net proceeds from the offering of the Notes to fund its previously announced offer to purchase (the “Tender Offer”) 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”) and for general corporate purposes, including additional repayment of the Company’s 2028 Notes.
The Notes 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 were 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, or a notice to redeem, 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 and Tender Offer. These statements involve known and unknown risks and uncertainties, including market conditions, customary offering closing conditions, participation by holders of the 2028 Notes in the Tender Offer and other factors described in the Confidential Offering Memorandum, which may cause SM Energy's actual results to differ materially from 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
FAQ
What did SM Energy (SM) announce regarding new senior notes?
How will SM Energy (SM) use the proceeds from the $1.0 billion notes?
What are the key terms of SM Energy’s new 2034 senior notes?
When is SM Energy’s private notes offering expected to close?
How does the new 2034 debt relate to SM Energy’s 2028 notes?
Is SM Energy’s new notes offering available to all investors?
Filing Exhibits & Attachments
4 documents