DENVER, COLORADO (By SM Energy, 18.Mar.2026, Words: 393) — SM Energy Company announced (i) the early results of the previously announced cash tender offer to purchase (the “Tender Offer”) up to $750,000,000 aggregate principal amount of the outstanding 8.375% Senior Notes due 2028 (CUSIP Numbers Rule 144A: 17888HAA1 / Reg. S: U1638HAA5) (the “Notes”), originally issued by Civitas Resources, Inc., and assumed by SM Energy in connection with the closing of its merger with Civitas, (ii) the increase of such maximum aggregate principal amount not to exceed $1,000,000,000 (as modified, and as it may be further modified by SM Energy, the “Maximum Tender Amount”), and (iii) the extension of the Early Tender Premium (as defined below) until the Expiration Date (as defined below), each subject to the terms and conditions set forth in the Offer to Purchase dated March 4, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”). The following table sets forth certain terms and early results of the Tender Offer:
As of 5:00 p.m., New York City time, on 17 Mar. 2026 (the “Early Tender Date”), according to information provided by D.F. King & Co., Inc., the Tender Agent and the Information Agent for the Tender Offer, the aggregate principal amount of the Notes set forth in the table above under “Principal Amount Tendered” had been validly tendered and not validly withdrawn. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on 17 Mar. 2026 (the “Withdrawal Date”), and have not been extended. Notes validly tendered may not be withdrawn after the Withdrawal Date, except as may be required by law.
The Company has amended the Maximum Tender Amount to accept up to $1,000,000,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date. Holders who validly tendered their Notes at or prior to the Early Tender Date will receive the “Total Consideration” of $1,031.75 for each $1,000 principal amount of Notes accepted for purchase. The Total Consideration includes the “Early Tender Premium” of $50 for each $1,000 principal amount of Notes. The Company has also amended the terms of the Tender Offer to extend the Total Consideration, which includes the Early Tender Premium, to all Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, and not validly withdrawn.
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