SM Energy Company (NASDAQ:SM) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 21, 2016, SM Energy Company, a Delaware corporation
(the Company) completed its previously announced acquisition from
QStar LLC, a Delaware limited liability company (QStar), of all
of QStars interests in certain oil and gas assets located in
Howard and Martin Counties, Texas (the Midland Assets) to the
Purchase and Sale Agreement, dated as of October 17, 2016 (the
QStar Purchase Agreement). On December 21, 2016, the Company also
completed its previously announced acquisition from RRP-QStar,
LLC (RRP), whereby RRP agreed to sell its interests in the
Midland Assets to the Ratification and Joinder Agreement, dated
as of October 17, 2016 (the Joinder Agreement), on the same terms
and conditions that were set forth in the QStar Purchase
Agreement, except as modified by the Joinder Agreement.
(the Company) completed its previously announced acquisition from
QStar LLC, a Delaware limited liability company (QStar), of all
of QStars interests in certain oil and gas assets located in
Howard and Martin Counties, Texas (the Midland Assets) to the
Purchase and Sale Agreement, dated as of October 17, 2016 (the
QStar Purchase Agreement). On December 21, 2016, the Company also
completed its previously announced acquisition from RRP-QStar,
LLC (RRP), whereby RRP agreed to sell its interests in the
Midland Assets to the Ratification and Joinder Agreement, dated
as of October 17, 2016 (the Joinder Agreement), on the same terms
and conditions that were set forth in the QStar Purchase
Agreement, except as modified by the Joinder Agreement.
Under the QStar Purchase Agreement and the Joinder Agreement, the
Company purchased QStars and RRPs interests in the Midland Assets
for $1.1 billion in cash consideration, and the issuance of
13,385,949 shares of the Companys common stock, par value $0.01
per share. The Company applied a deposit of $60.0 million against
the purchase price for the QStar Transaction at the closing, and
applied a deposit of $20.0 million against the purchase price for
the RRP Transaction at the closing. Other than the acquisition of
the Midland Assets, there is no material relationship between the
Company and QStar or RRP.
Company purchased QStars and RRPs interests in the Midland Assets
for $1.1 billion in cash consideration, and the issuance of
13,385,949 shares of the Companys common stock, par value $0.01
per share. The Company applied a deposit of $60.0 million against
the purchase price for the QStar Transaction at the closing, and
applied a deposit of $20.0 million against the purchase price for
the RRP Transaction at the closing. Other than the acquisition of
the Midland Assets, there is no material relationship between the
Company and QStar or RRP.
Item 7.01 Regulation FD Disclosure.
In accordance with General Instruction B.2. of Current Report on
Form 8-K, the following information, including Exhibit 99.1, is
deemed furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(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, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Form 8-K, the following information, including Exhibit 99.1, is
deemed furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended
(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, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
On December 21, 2016, the Company issued a press release
announcing the closing of the acquisition of the Midland Assets.
A copy of the press release is furnished herewith as Exhibit
99.1.
announcing the closing of the acquisition of the Midland Assets.
A copy of the press release is furnished herewith as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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99.1
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Press release of the Company dated December 21, 2016,
entitled SM Energy Announces Closing Of QStar Acquisition |
About SM Energy Company (NASDAQ:SM)
