Form 8-K 1.13.2012

0000893538-12-000002.txt : 20120113 0000893538-12-000002.hdr.sgml : 20120113 20120113133655 ACCESSION NUMBER: 0000893538-12-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120112 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120113 DATE AS OF CHANGE: 20120113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SM Energy Co CENTRAL INDEX KEY: 0000893538 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 410518430 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31539 FILM NUMBER: 12526102 BUSINESS ADDRESS: STREET 1: 1775 SHERMAN STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 303-861-8140 MAIL ADDRESS: STREET 1: 1775 SHERMAN STREET STREET 2: SUITE 1200 CITY: DENVER STATE: CO ZIP: 80203 FORMER COMPANY: FORMER CONFORMED NAME: ST MARY LAND & EXPLORATION CO DATE OF NAME CHANGE: 19940228 8-K 1 form8-k1132012.htm FORM 8-K 1.13.12 Form 8-K 1.13.2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

January 13, 2012 (January 12, 2012)

SM Energy Company

(Exact name of registrant as specified in its charter)



Delaware	001-31539	41-0518430
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)



1775 Sherman Street, Suite 1200, Denver, Colorado (Address of principal executive offices)	80203 (Zip Code)

Registrant's telephone number, including area code: (303) 861-8140

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following information, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On January 12, 2012, SM Energy Company (the “Company”) issued a press release announcing that the Company had closed its offer to exchange $350 million of its 6 5/8% Senior Notes due 2019, which have been registered under the Securities Act of 1933, in exchange for $350 million of its outstanding 6 5/8% Senior Secured Notes due 2019, which were issued on February 7, 2011, in a private placement. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d)	Exhibits.	The following exhibit is furnished as part of this report:
	Exhibit 99.1	Press release of the Company dated January 12, 2012, entitled “SM Energy Announces Closing Of Exchange Offer For Its 6 5/8% Senior Notes”

SIGNATURES

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

Date:	January 13, 2012	By:	/s/ David W. Copeland
			David W. Copeland
			Senior Vice President, General Counsel and Corporate Secretary

EX-99.1 2 exhibit9911132012.htm EXHIBIT 99.1 1.13.12 Exhibit 99.1 1.13.2012

Exhibit 99.1

FOR INFORMATION

James R. Edwards

303-837-2444

FOR IMMEDIATE RELEASE

SM ENERGY ANNOUNCES CLOSING

OF EXCHANGE OFFER FOR ITS 6 5/8% SENIOR NOTES

DENVER, CO- January 12, 2012- SM Energy Company (NYSE:SM) today announces the closing of its offer to exchange $350 million of its 6 5/8% Senior Notes due 2019, which have been registered under the Securities Act of 1933 (the "Exchange Notes"), in exchange for $350 million of its outstanding 6 5/8% Senior Secured Notes due 2019, which were issued on February 7, 2011, in a private placement (the "Original Notes").

The exchange offer expired at 5:00 p.m. New York City time on January 11, 2012, with $350 million in aggregate principal amount of the Original Notes having been validly tendered in exchange for an equal amount of Exchange Notes.

This press release is not an offer to buy or sell or the solicitation of an offer to buy or sell any of the securities described herein, nor shall there be any offer, solicitation or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. A registration statement on Form S-4 relating to the exchange offer was declared effective by the Securities and Exchange Commission on December 9, 2011. The exchange offer was made only pursuant to the exchange offer documents that were distributed to holders of the Original Notes, including the prospectus dated December 12, 2011 and the related letter of transmittal.

ABOUT THE COMPANY

SM Energy Company is an independent energy company engaged in the exploration, exploitation, development, acquisition, and production of natural gas, natural gas liquids, and crude oil. SM Energy routinely posts important information about the company on its website. For more information about SM Energy, please visit its website at www.sm-energy.com.