UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| of incorporation) | File Number) | Identification No.) |
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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.):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Explanatory Note
SM Energy Company (the "Company") is filing this amendment (this "Amended Filing") to the Current Report on Form 8-K that was filed on September 24, 2019 (the "Original Form 8-K") to remove the information provided pursuant to Section 7.01 to the Original Form 8-K. Such information was inadvertently included in the Original Form 8-K in error. While the Company's bank syndicate is in the process of conducting its semi-annual borrowing base redetermination, the process has not concluded. The Company has no reason to believe that the semi-annual borrowing base redetermination will not result in a reaffirmation of the borrowing base. This Amended Filing amends and restates the Original Form 8-K in its entirety.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 19, 2019, the Company and its lenders entered into the Second Amendment (the “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. Capitalized terms used but not defined herein have the meanings as ascribed to such terms in the Credit Agreement.
The Amendment modifies the Credit Agreement to permit the Company to enter into Swap Agreements with respect to the price of electricity in order to minimize exposure to electrical price volatility.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the 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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Second Amendment to Sixth Amended and Restated Credit Agreement, dated September 19, 2019, among SM Energy Company, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto (Incorporated by Reference to the Original Form 8-K) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SM ENERGY COMPANY | |||
| Date: | September 25, 2019 | By: | /s/ PATRICK A. LYTLE |
| Patrick A. Lytle | |||
| Controller and Assistant Secretary | |||
| (Principal Accounting Officer) |
Cover |
Sep. 19, 2019 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K/A |
| Amendment Flag | false |
| Document Period End Date | Sep. 19, 2019 |
| Entity File Number | 001-31539 |
| Entity Registrant Name | SM Energy Company |
| Entity Central Index Key | 0000893538 |
| Entity Tax Identification Number | 41-0518430 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1775 Sherman Street |
| Entity Address, Address Line Two | Suite 1200 |
| Entity Address, City or Town | Denver |
| Entity Address, State or Province | CO |
| Entity Address, Postal Zip Code | 80203 |
| City Area Code | 303 |
| Local Phone Number | 861-8140 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common stock, $0.01 par value |
| Trading Symbol | SM |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |