SM Energy gives early results and upsizes tender offers; solicitation successful

Chicago, June 23 – SM Energy Co. announced the early results of its cash tender offer for any and all of its $212,403,000 outstanding 6 1/8% senior notes due 2022 (Cusip: 78454LAK6) and a capped offer for its $277,034,000 outstanding 5% senior notes due 2024 (Cusip: 78454LAH3), according to a press release.

As of the early deadline, the company received tenders for $193,118,000 of the 2022 notes.

Additionally, tenders were received for $172,265,000 of the 2024 notes. The cap had been set at $130 million, but has been raised to accept all of the notes tendered for that series.

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 tendered their notes by the early tender deadline at 5 p.m. ET on June 22.

The early deadline was 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 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.

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

The company announced the requisite consents were received to amend the notes.

The amendments 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.

SM Energy intends to redeem any of the 2022 notes that are outstanding at the conclusion of the tender offer.

The tender offer was 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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