MARKET WIRE NEWS

SM ENERGY PRICES AN UPSIZED PRIVATE OFFERING OF $1.0 BILLION OF SENIOR NOTES DUE 2034

MWN-AI** Summary

SM Energy Company (NYSE: SM) has announced the pricing of an upsized private offering of $1.0 billion in senior notes, with a fixed interest rate of 6.625% and a maturity date set for 2034. The notes will be issued at par, and the offering is anticipated to close on March 9, 2026, pending customary closing conditions.

The proceeds from this offering will be strategically utilized by SM Energy to finance a previously disclosed cash tender offer aimed at purchasing up to $750 million of its existing 8.375% senior notes that are due in 2028. This move not only reflects the company’s management of its debt portfolio but also positions it for potential future growth by reallocating its financial resources. Additional proceeds will be directed towards general corporate purposes, which may include further repayment of the 2028 notes.

It is essential to note that the senior notes will not be registered under the Securities Act of 1933, and therefore they cannot be offered to U.S. persons unless an exemption applies. The offering has been made only to qualified institutional buyers and non-U.S. persons per the relevant regulatory guidelines.

SM Energy, an independent energy company engaged in the exploration and production of oil and natural gas across several states, continues to navigate market conditions and implement strategies that reflect its business objectives. As with any financial undertaking, SM Energy has emphasized that any forward-looking statements regarding the use of proceeds and other future expectations are subject to risks and uncertainties, potentially impacting actual outcomes.

This strategic financial maneuver illustrates SM Energy's commitment to optimizing its capital structure while preparing for future operational enhancements.

MWN-AI** Analysis

SM Energy's recent announcement regarding the upsized offering of $1.0 billion of senior notes due 2034 is an interesting development for prospective investors and market analysts. Priced at a yield of 6.625%, this offering serves multiple strategic purposes, particularly its intention to use net proceeds for a tender offer aimed at retiring higher-interest debt, specifically its 8.375% senior notes due in 2028. This proactive debt management indicates a commitment to enhancing financial flexibility and reducing interest expenses.

From a market perspective, SM Energy's decision to issue these notes at par can be perceived as a positive sign, particularly given current economic conditions. Investors may view the issuance as a vote of confidence in the company's long-term prospects, despite external market volatility. The oil and gas sector often reflects cyclical fluctuations influenced by commodity prices, regulatory changes, and geopolitical factors. Therefore, investors should closely monitor SM Energy's operational performance and market conditions, particularly in relation to crude oil prices.

The notes' limited registration under SEC laws suggests they are aimed at institutional investors, which could lead to increased volatility in trading if institutional demand fluctuates. Additionally, the company's efforts to bring down its cost of capital while simultaneously managing existing liabilities could enhance its valuation, potentially leading to share price appreciation in the medium to long term.

Potential investors are advised to assess the risks associated with SM Energy, including commodity price exposure and operational risk, but the strategic refinancing initiative appears to strengthen its financial position. Considering these elements, investors could view this offering as an opportunity to capitalize on a potentially undervalued asset in a dynamic energy space. Always ensure due diligence and consider market dynamics before making investment decisions.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: PR Newswire

PR Newswire

DENVER, March 4, 2026 /PRNewswire/ -- 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

SOURCE SM Energy Company

FAQ**

How does the issuance of $1.0 billion in senior notes due 2034 by SM Energy Company SM impact the company's capital structure and financial flexibility?

The issuance of $1.0 billion in senior notes due 2034 by SM Energy Company enhances its capital structure by increasing long-term debt, which may provide necessary liquidity for growth but could also dampen financial flexibility due to higher fixed interest obligations.

What specific projects or initiatives does SM Energy Company SM plan to fund with the net proceeds from the senior notes offering, aside from the tender offer for the 20Notes?

SM Energy Company plans to use the net proceeds from the senior notes offering for general corporate purposes, which may include funding capital expenditures, acquisitions, and debt repayment, beyond the tender offer for the 2028 Notes.

Given the current market conditions, what risks does SM Energy Company SM anticipate regarding the success of its tender offer for the 2028 Notes and the demand for its new senior notes?

SM Energy Company anticipates risks related to market volatility, investor appetite for high-yield debt, potential changes in interest rates, and overall economic conditions that could affect the success of its tender offer for the 2028 Notes and the demand for its new senior notes.

How do the interest rates of the new 6.625% senior notes compare to SM Energy Company SM's existing debt obligations, and what impact could this have on the company's cost of capital?

The new 6.625% senior notes are likely to have a higher interest rate than SM Energy's existing debt obligations, potentially increasing the company's overall cost of capital and impacting future financing decisions.

**MWN-AI FAQ is based on asking OpenAI questions about SM Energy Company (NYSE: SM).

SM Energy Company

NASDAQ: SM

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February 25, 2026 04:11:00 pm
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SM Stock Data

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113,408,650
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Fossil Fuels
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