UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: There were no purchases made by us or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the three months ended June 30, 2020, of shares of our common stock, which is the sole class of equity securities registered by us pursuant to Section 12 of the Exchange Act.
+Added: The following table provides information about purchases made by us and any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Exchange Act) during the three months ended September 30, 2020, of shares of our common stock, which is the sole class of equity securities registered by us pursuant to Section 12 of the Exchange Act:
+Added: PURCHASES OF EQUITY SECURITIES BY ISSUER AND AFFILIATED PURCHASES
+Added: Period Total Number of Shares Purchased (1)
+Added: Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares that May Yet Be Purchased Under the Program (2)
+Added: 07/01/2020 - 07/31/2020 381,977 $ 3.75 — 3,072,184
+Added: 08/01/2020 - 08/31/2020 42,259 $ 2.95 — 3,072,184
+Added: 09/01/2020 - 09/30/2020 — $ — — 3,072,184
+Added: 424,236 $ 3.67 — 3,072,184
+Added: ____________________________________________
+Added: (1) All shares purchased by us in the third quarter of 2020 were to offset tax withholding obligations that occurred upon the delivery of outstanding shares underlying RSUs and PSUs issued under the terms of award agreements granted under the Equity Plan.
(2) In July 2006, our Board of Directors approved an increase in the number of shares that may be repurchased under the original August 1998 authorization to 6,000,000 as of the effective date of the resolution.
3 unchanged sentences
The stock repurchase program may be suspended or discontinued at any time.
−Removed: During the three months ended June 30, 2020, we did not repurchase any shares of our common stock, and we currently do not plan to repurchase any outstanding shares of our common stock during the remainder of 2020.
−Removed: Our payment of cash dividends to our stockholders is subject to certain covenants under the terms of our Credit Agreement, Senior Secured Notes, and Senior Unsecured Notes.
+Added: During the three months ended September 30, 2020, we did not repurchase any shares of our common stock, and we currently do not plan to repurchase any outstanding shares of our common stock during the remainder of 2020.
+Added: Our payment of cash dividends to our stockholders is subject to certain covenants under the terms of our Credit Agreement and Senior Notes.
Based on our current performance, we do not anticipate that any of these covenants will limit our payment of dividends at our current rate for the foreseeable future if any dividends are declared by our Board of Directors.
−Removed: The following exhibits are filed or furnished with or incorporated by reference into this report:
−Removed: Exhibit Number
−Removed: Restated Certificate of Incorporation of SM Energy Company, as amended through June 1, 2010 (filed as Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by reference)
−Removed: Amended and Restated By-Laws of SM Energy Company, effective as of February 21, 2017 (filed as Exhibit 3.2 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2016, and incorporated herein by reference)
−Removed: Third Supplemental Indenture, dated as of April 29, 2020, to the Indenture, dated as of May 21, 2015, between the Company and U.S.
−Removed: Bank National Association, as trustee, as supplemented and amended by the Second Supplemental Indenture, dated as of August 12, 2016 governing the Company’s outstanding 1.50% Senior Convertible Notes due 2021 (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on April 29, 2020, and incorporated herein by reference)
−Removed: Indenture, dated as of June 17, 2020, between SM Energy Company and UMB Bank, N.A., as trustee, governing the Company’s outstanding 10.0% Senior Secured Notes due 2025 (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on June 17, 2020, and incorporated herein by reference)
−Removed: Warrant Agreement dated as of June 17, 2020, among SM Energy Company, Computershare Inc.
−Removed: and Computershare Trust Company, N.A., collectively as warrant agent (filed as Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on June 17, 2020, and incorporated herein by reference)
−Removed: Third Amendment to the Sixth Amended and Restated Credit Agreement, dated April 29, 2020, among SM Energy Company, Wells Fargo Bank, National Association, as Administrative Agent, and the institutions named therein as Lenders that are party thereto (filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and incorporated herein by reference)
−Removed: Fourth Amendment to the Sixth Amended and Restated Credit Agreement, dated as of May 5, 2020, by and among the Company, Wells Fargo Bank, National Association, as Administrative Agent, and the institutions named therein as Lenders that are a party thereto (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on May 6, 2020, and incorporated herein by reference)
−Removed: Intercreditor Agreement dated as of June 17, 2020 among SM Energy Company, Wells Fargo Bank, National Association, as priority lien agent, and UMB Bank, N.A., as second lien collateral trustee (filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on June 17, 2020, and incorporated herein by reference)
−Removed: Second Lien Pledge and Security Agreement dated as of June 17, 2020 between SM Energy Company and UMB Bank, N.A., as collateral trustee (filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on June 17, 2020, and incorporated herein by reference)
−Removed: Second Lien Security Agreement dated as of June 17, 2020 between SM Energy Company and UMB Bank, N.A., as collateral trustee (filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on June 17, 2020, and incorporated herein by reference)
−Removed: Collateral Trust Agreement dated as of June 17, 2020 among SM Energy Company, UMB Bank, N.A., as trustee, UMB Bank, N.A., as collateral trustee, and (by joinder) U.S.
−Removed: Bank National Association, as trustee under the 2021 Notes Indenture (filed as Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on June 17, 2020, and incorporated herein by reference)
−Removed: Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
−Removed: Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
−Removed: Certification pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002
−Removed: 101.INS Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: 101.SCH* Inline XBRL Schema Document
−Removed: 101.CAL* Inline XBRL Calculation Linkbase Document
−Removed: 101.LAB* Inline XBRL Label Linkbase Document
−Removed: 101.PRE* Inline XBRL Presentation Linkbase Document
−Removed: 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS)
−Removed: _____________________________________
−Removed: * Filed with this report.
−Removed: ** Furnished with this report.
−Removed: 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 thereunto duly authorized.
−Removed: SM ENERGY COMPANY
−Removed: July 31, 2020 By:
−Removed: Chief Executive Officer
−Removed: (Principal Executive Officer)
−Removed: July 31, 2020 By:
−Removed: Executive Vice President and Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: July 31, 2020 By:
−Removed: /s/ PATRICK A.
−Removed: Controller and Assistant Secretary
−Removed: (Principal Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.