SM Energy Company (NYSE:SM) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01Completion of Acquisition or Disposition of Assets.
On May30, 2018, SM Energy Company (the “Company”) completed its previously announced divestiture of its remaining assets in the Williston Basin in Divide County, North Dakota (the “Divide County Divestiture”), to Petro-Hunt, L.L.C., for net cash proceeds received at closing of $160.9 million (after agreed upon purchase price adjustments and estimated selling costs). The Divide County Divestiture closed to the Purchase and Sale Agreement, dated as of March 28, 2018, and is subject to final purchase price adjustments. Other than the Divide County Divestiture, there is no material relationship between the Company and the purchaser.
The pro forma financial information required by Item 9.01 for the Divide County Divestiture is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01Regulation FD Disclosure.
In accordance with General Instruction B.2. of Form 8-K, the following information, including Exhibit 99.2, 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On May31, 2018, the Company issued a press release announcing that it completed its previously announced Divide County Divestiture as well as its previously announced divestiture of its Halff East assets in the Midland Basin. Further, the Company announced its planned participation in upcoming investor conferences and the related details. A copy of the press release is furnished as Exhibit 99.2 to this report and is incorporated by reference herein.
Item 9.01Financial Statements and Exhibits.
(b)Pro forma financial information.
The pro forma financial information for the Divide County Divestiture required by this Item 9.01 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The unaudited pro forma condensed consolidated balance sheet as of March 31, 2018, has been prepared as if the Divide County Divestiture occurred on that date. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2018, and the year ended December 31, 2017, have been prepared as if the Divide County Divestiture occurred on January 1, 2017.
(d)Exhibits.
SM Energy Co ExhibitEX-99.1 2 exhibit991proforma05312018.htm EXHIBIT 99.1 Exhibit EXHIBIT 99.1SM ENERGY COMPANY AND SUBSIDIARIESUNAUDITED PRO FORMA FINANCIAL INFORMATIONThe following unaudited pro forma financial information is presented to illustrate the effect of the sale by SM Energy Company (the “Company”) of its remaining assets in the Williston Basin located in Divide County,…To view the full exhibit click here
About SM Energy Company (NYSE:SM)
SM Energy Company is an independent energy company. The Company is engaged in the acquisition, exploration, development and production of crude oil and condensate, natural gas and natural gas liquids (NGLs) in onshore North America. The Company operates in the exploration and production segment of the oil and gas industry within the United States. Its operations are concentrated in onshore operating areas in the United States: South Texas & Gulf Coast Region, Rocky Mountain Region and Permian Region. It has working interests in approximately 1,460 gross (approximately 870 net) productive oil wells and approximately 1,770 gross (approximately 650 net) productive gas wells. Within South Texas & Gulf Coast Region, the Company has both operated and non-operated Eagle Ford shale programs on approximately 200,000 net acres. It has approximately 162,000 net acres being developed in the Bakken and Three Forks formations. It has approximately 23,000 net acres in its Permian Region.
