Item 1.
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Security and Issuer.
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This statement on Schedule 13D (this Schedule 13D) relates to the shares of common stock, $0.01 par value per share (the
Common Stock), of SM Energy Company, a Delaware corporation (SM Energy or the Issuer). The principal executive offices of the Issuer are located at 1775 Sherman Street, Suite 1200, Denver,
Colorado 80203.
Item 2.
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Identity and Background.
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This Schedule 13D is being filed jointly by the following persons (individually, a Reporting Person and, collectively, the
Reporting Persons):
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(i)
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EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (EnCap Fund IX); and
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(ii)
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EnCap Partners GP, LLC, a Delaware limited liability company (EnCap Partners GP).
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The principal office and business address of each Reporting Person is 1100 Louisiana Street, Suite 4900, Houston, Texas
77002. The principal business of EnCap Fund IX is investing in securities of energy companies and related assets. The principal business of EnCap Partners GP is indirectly managing EnCap Fund IX.
EnCap Partners GP is the sole general partner of EnCap Partners, LP (EnCap Partners), which is the managing member of EnCap
Investments Holdings, LLC (EnCap Holdings). EnCap Holdings is the sole member of EnCap Investments GP, L.L.C. (EnCap Investments GP), which is the sole general partner of EnCap Investments L.P. (EnCap
Investments LP). EnCap Investments LP is the sole general partner of EnCap Equity Fund IX GP, L.P. (EnCap Fund IX GP), which is the sole general partner of EnCap Fund IX.
None of the Reporting Persons or the Control Persons (as defined below) has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). Other than as set forth on Schedule 1 attached hereto, to the best of the Reporting Persons knowledge, no Reporting Person or Control Person has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Information regarding the executive officers, managers or other persons controlling EnCap Fund IX and EnCap Partners GP is set
forth on Schedule 1 and Schedule 2, respectively (collectively, the Control Persons), which are attached hereto and hereby incorporated by reference. All such persons are citizens of the United States.
Item 3.
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Source and Amount of Funds or Other Consideration.
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The information set forth in Item 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.
QStar Acquisition
On
October 17, 2016, SM Energy and QStar LLC (QStar) entered into a definitive purchase and sale agreement (the Purchase and Sale Agreement) pursuant to which SM Energy agreed to purchase from QStar all
of QStars interests in certain oil and gas assets located in Howard and Martin Counties, Texas (the QStar Acquisition). In connection with the closing of the QStar Acquisition, QStar received 10,039,462 shares of Common
Stock in a private placement on December 21, 2016.
The foregoing description of the Purchase and Sale Agreement does not purport to
be complete and is qualified in its entirety by reference to the Purchase and Sale Agreement, which is attached hereto as Exhibit 10.1, and incorporated herein by reference in its entirety.
Subsequent to the closing of the QStar Acquisition, QStar distributed 5,971,610 shares of Common Stock to EnCap Fund IX. Following such
distribution, QStar no longer beneficially owned any shares of Common Stock.
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