SM Energy Announces $750 Million Tender Offer to Repurchase 8.375% Senior Notes Due 2028, Supported by New 2034 Debt Issuance

SM
March 04, 2026

SM Energy has launched a cash tender offer to repurchase up to an aggregate principal amount of $750 million of its 8.375% senior notes due 2028, originally issued by Civitas Resources and assumed by SM Energy after the merger closed on January 30 2026. Holders who tender their notes by the early settlement date of March 19 2026 will receive a total consideration of $1,031.75 per $1,000 of principal, which includes an early tender premium of $50. The offer expires on April 1 2026 and may be subject to proration if the total tendered amount exceeds the $750 million cap.

The tender offer is part of SM Energy’s broader debt‑management strategy following the Civitas merger. The company’s balance sheet now includes $1.35 billion of outstanding 8.375% senior notes due 2028, and the new financing plan aims to extend maturities and improve leverage. To fund the repurchase, SM Energy will issue $750 million of new senior notes due 2034, providing a longer‑dated source of capital that will replace the maturing 2028 debt.

SM Energy’s recent financial performance underscores the urgency of the deleveraging effort. The company reported fourth‑quarter 2025 earnings on February 25 2026 that missed analyst expectations, with an adjusted EPS of $0.83 versus a forecast of $0.89 and revenue of $705 million versus a forecast of $774.49 million. In addition, SM Energy has agreed to sell South Texas assets for $950 million, a transaction expected to close in the second quarter of 2026 and earmarked for debt reduction. The company has also increased its quarterly dividend by 10% to $0.22 per share and launched a $500 million share‑repurchase program, allocating roughly 80% of free cash flow to debt reduction and 20% to shareholder returns.

Management emphasized the strategic intent behind the moves. "Our 2026 plan maximizes free cash flow to further strengthen our balance sheet and accelerate returns to stockholders under our upgraded return of capital framework," said President and CEO Beth McDonald. She added, "This timely asset sale largely accomplishes one of our key priorities of selling more than $1.0 billion in assets, which will enable us to reduce debt and strengthen our capital structure." Investors responded positively to the debt‑reduction strategy, reflecting confidence in SM Energy’s ability to improve its financial position.

The market reaction was driven by investor approval of SM Energy’s proactive debt‑management approach, including the tender offer and the new 2034 debt issuance, which collectively signal a commitment to extending maturities and enhancing leverage after the Civitas merger.

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