Amendment: SM Energy Company filed SEC Form 8-K: Financial Statements and Exhibits
$SM
Oil & Gas Production
Energy
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
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Explanatory Note
This Amendment No. 1 on Form 8-K/A (“Amendment”) is being filed by SM Energy Company (“Company”), to amend and supplement its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 2, 2024 (“Original Report”). As previously disclosed in the Original Report, on October 1, 2024, the Company completed its acquisition of an undivided 80% interest in all of the rights, titles and interests in the Uinta Basin oil and gas assets (“Uinta Basin Assets”) owned by XCL AssetCo, LLC, a Delaware limited liability company, XCL Marketing, LLC, a Delaware limited liability company, Wasatch Water Logistics, LLC, a Delaware limited liability company, XCL Resources LLC, a Texas limited liability company, and XCL SandCo, LLC, a Delaware limited liability company (collectively, the “XCL Sellers”) pursuant to the Purchase and Sale Agreement, dated June 27, 2024, with the XCL Sellers and, solely for the limited purposes described therein, Northern Oil and Gas, Inc., a Delaware corporation.
The Company is filing this Amendment solely to supplement Item 9.01 of the Original Report to file (i) the unaudited consolidated financial statements of the XCL Sellers as of June 30, 2024, and for the six months ended June 30, 2024, and 2023, (ii) the consolidated financial statements of the XCL Sellers as of December 31, 2023, and for the year ended December 31, 2023, and (ii) the unaudited pro forma condensed combined financial information of the Company as of June 30, 2024, for the six months ended June 30, 2024, and for the year ended December 31, 2023. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Original Report.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses or funds acquired.
The audited annual consolidated financial statements of XCL Resources Holdings, LLC and subsidiaries, which comprise the balance sheet as of December 31, 2023, the related statements of operations, members’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements, are filed as Exhibit 99.1 hereto and incorporated by reference herein.
The unaudited interim consolidated financial statements of XCL Resources Holdings, LLC and subsidiaries, which comprise the balance sheet as of June 30, 2024, the related statements of operations, members’ equity, and cash flows for the six months ended June 30, 2024 and 2023, and the related notes to the consolidated financial statements, are filed as Exhibit 99.2 hereto and incorporated by reference herein.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information of the Company, which comprises the balance sheet as of June 30, 2024, the related statements of operations for the six months ended June 30, 2024, and the year ended December 31, 2023, and the related notes thereto, is filed as Exhibit 99.3 hereto and incorporated by reference herein.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and included as Exhibit 101) | ||||
______________________________
*Filed with this report.
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: | December 12, 2024 | By: | /s/ PATRICK A. LYTLE | ||||||||
| Patrick A. Lytle | |||||||||||
| Vice President - Chief Accounting Officer and Controller | |||||||||||
| (Principal Accounting Officer) | |||||||||||