UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On June 8, 2021, SM Energy Company, a Delaware corporation (the “Company”) entered into a Sixth Amendment (the “Sixth Amendment”) to the Sixth Amended and Restated Credit Agreement (the “Credit Agreement”) by and among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and the institutions named therein as Lenders that are party thereto. Capitalized terms used but not defined herein have the meanings as ascribed to such terms in the Credit Agreement.
The Sixth Amendment modifies the Credit Agreement by amending certain definitions and covenants relating to the Company's ability to repurchase or redeem outstanding indebtedness to facilitate the Tender Offer (as defined below) of the 2024 Notes (as defined below) and future redemptions of remaining outstanding 2024 Notes. The foregoing description of the Sixth Amendment does not purport to be complete and is qualified in its entirety by reference to the Sixth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events
On June 9, 2021, the Company issued a press release announcing that it has commenced a cash tender offer (the “Tender Offer”) to purchase (i) any and all of its 6.125% Senior Notes due 2022 (the “2022 Notes”) and (ii) up to an aggregate principal amount not to exceed $130,000,000 of its 5.000% Senior Notes due 2024 (the “2024 Notes”). In connection with the Tender Offer, the Company is soliciting consents to eliminate certain covenants with respect to the 2022 Notes, and certain events of default, amend certain other provisions with respect to the 2022 Notes, and reduce the minimum notice of optional redemption required to be given to holders of the 2022 Notes from 30 to 3 business days. The Tender Offer and related consent solicitation are subject to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated June 9, 2021 (the “Offer to Purchase”). A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.
Cautionary Statement regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements as defined under the federal securities laws, including the completion of the Tender Offer. Although management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond our control, including market conditions and other conditions with respect to the Tender Offer set forth in the Offer to Purchase. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from what management anticipated, estimated, projected or expected.
Investors are encouraged to closely consider the disclosures and risk factors contained in the Company’s annual and quarterly reports filed from time to time with the Securities and Exchange Commission. The forward-looking statements contained herein speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Sixth Amendment to the Sixth Amended and Restated Credit Agreement, dated as of June 8, 2021, by and among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and the institutions named therein as Lenders that are a party thereto. | |
| 99.1 | Press Release dated June 9, 2021 announcing commencement of Tender Offer. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SM ENERGY COMPANY | ||
| June 9, 2021 | By: | /s/ David W. Copeland |
| Name: | David W. Copeland | |
| Title: | Executive Vice President and General Counsel | |
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