DENVER, Aug. 20, 2018 /PRNewswire/ -- SM Energy
Company ("SM Energy") (NYSE: SM) announced today early results for
its previously announced tender offer (the "Offers") to purchase
(i) any and all of its 6.500% Senior Notes due 2023 (the "2023
Notes"), and (ii) up to an aggregate principal amount not to
exceed $85,000,000 (the "Tender
Cap"), of its 6.125% Senior Notes due 2022 (the "2022 Notes" and,
together with the 2023 Notes, the "Notes"), subject to the terms
and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated August 6,
2018 (as it may be amended or supplemented from time to
time, the "Offer to Purchase"), and related solicitation of
consents (the "Consent Solicitation") from holders of the 2023
Notes to certain proposed amendments (the "Proposed Amendments") to
the indenture governing the 2023 Notes (the "Consents").
The following table sets forth, among other things, the
principal amount of Notes validly tendered and accepted for
purchase as of the Early Participation Date:
Title of
Notes
|
CUSIP Numbers
/
ISIN
|
Aggregate
Principal
Amount Outstanding
|
Tender
Cap
|
Principal
Amount
Tendered
|
Principal
Amount
Accepted
|
6.500% Senior
Notes due 2023
|
78454L AF7 /
US78454LAF76
|
$394,985,000
|
N/A
|
$384,424,000
|
$384,424,000
|
6.125% Senior
Notes due 2022
|
78454L AK6 /
US78454LAK61
|
$561,796,000
|
$85,000,000
|
$337,261,000
|
$85,000,000
|
In addition, the requisite Consents to effect the Proposed
Amendments (the "Requisite Consents") with respect to the 2023
Notes, as described in the Offer to Purchase, have been
received. Accordingly, SM Energy expects to execute and
deliver a supplement to the indenture governing the 2023 Notes (the
"Supplemental Indenture") with respect to the Proposed
Amendments. The Proposed Amendments will amend the indenture
with respect to the 2023 Notes to, among other things, eliminate
certain covenants and certain events of default under the Indenture
and amend or eliminate certain provisions with respect to the 2023
Notes, and reduce the minimum notice of optional redemption by SM
Energy required to be given to holders of the 2023 Notes from 30
days to three business days. The Supplemental Indenture will
become operative today upon SM Energy accepting for purchase the
2023 Notes tendered in the Offers.
Because the aggregate amount of 2022 Notes validly tendered (and
not validly withdrawn) at or prior to 5:00
p.m., New York City time,
on August 17, 2018 (such date, the
"Early Tender Date") exceeded the Tender Cap, the 2022 Notes
validly tendered (and not validly withdrawn) at or prior to the
Early Tender Date will be accepted on a pro rata basis, subject to
a proration factor of approximately 25.2%, and no additional 2022
Notes tendered after the Early Tender Date will be accepted by SM
Energy.
All Notes accepted for purchase will be purchased by SM Energy
on the "Early Payment Date," which is currently expected to occur
today. Payment for the Notes that are purchased will include
accrued and unpaid interest from and including the last interest
payment date applicable to the relevant series of Notes up to, but
not including, the Early Payment Date.
SM Energy intends to redeem any of the 2023 Notes that remain
outstanding following the expiration of the Offers. This
press release does not constitute a notice of redemption under the
2023 Indenture and the redemption of any 2023 Notes that remain
outstanding following the expiration of the Offers will be made
only pursuant to the terms of the applicable notice of redemption
delivered pursuant to the terms of the 2023 Indenture.
The Offers are scheduled to expire at 11:59 p.m., New York
City time on August 31, 2018,
unless extended or earlier terminated. Withdrawal and revocation
rights expired at 5:00 p.m.,
New York City time, on
August 17, 2018. Notes that
have been tendered may no longer be withdrawn and consents that
have been delivered may no longer be revoked.
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.
The dealer manager for the Tender Offer is BofA Merrill
Lynch. Questions regarding the Tender Offer may be directed
to BofA Merrill Lynch, at (888) 292-0070 (toll-free) and (980)
388-3646 (collect). Requests for documentation regarding the
Offer should be directed to the Information Agent, D.F. King & Co., Inc. at (800) 821-2712
(toll-free) and (212) 269-5550 (collect) or by e-mail at
sm@dfking.com.
INFORMATION ON 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
"anticipate," "assume," "believe," "budget," "estimate," "expect,"
"forecast," "intend," "plan," "project," "will," and similar
expressions are intended to identify forward-looking
statements. Such forward-looking statements include, but are
not limited to, among other things, the completion of the Offers
and the redemption of the 2023 Notes. Such forward-looking
statements are based on assumptions and analyses made by SM
Energy's 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 are
subject to a number of known and unknown risks and uncertainties,
which may cause SM Energy's actual results and performance to be
materially different from any future results or performance
expressed or implied by the forward-looking statements. Some of
these risks are described in the "Risk Factors" section in Part I,
Item 1A of SM Energy's Annual Report on Form 10-K for the year
ended December 31, 2017.
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 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 natural gas liquids in onshore North America.
SM ENERGY INVESTOR CONTACT
Jennifer Martin Samuels, jsamuels@sm-energy.com,
303-864-2507
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SOURCE SM Energy Company