SM Energy begins tender offers to buy all 6 1/8% notes, some 5% notes

Chicago, June 9 – SM Energy Co. started a cash tender offer for any and all of its $212,403,000 outstanding 6 1/8% senior notes due 2022 (Cusip: 78454LAK6) and up to $130 million of its $277,034,000 outstanding 5% senior notes due 2024 (Cusip: 78454LAH3), according to a press release.

There is also a related solicitation of consents to amend the indenture governing the 2022 notes.

For the tender offers, the company is offering to pay $1,003.25 per $1,000 principal amount of 2022 notes and par of $1,000 for the 2024 notes.

Both considerations include a $30 early tender premium which will be paid to noteholders who tender their notes by the early tender deadline at 5 p.m. ET on June 22.

The early deadline is also the withdrawal deadline.

The offer will expire at 11:59 p.m. ET on July 7.

Interest will also be paid to the relevant settlement date. The early settlement date is planned for June 23, and the final settlement date is expected for July 8.

Tenders for the 2024 notes may be prorated if the tender cap is exceeded.

In terms of the consent solicitation for the 2022 notes, tendering noteholders will also be automatically delivering consents to some proposed amendments to the indentures governing the notes, which will eliminate some covenants and events of default, amend other provisions and reduce the minimum notice period for an optional redemption to three business days from 30 days.

The tender offer is conditioned upon the successful completion of a new senior debt offering.

BofA Securities is the dealer manager and solicitation agent (980 388-3646, debt_advisory@bofa.com).

D.F. King & Co., Inc. is the information agent (800 848-2998, 212 269-5550, sm@dfking.com).

SM Energy is a Denver-based energy company focused on exploration, development, and production of oil, gas and natural gas liquids in the state of Texas.

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