SEC Comment Letter for SM Energy Co (SM) (CIK 0000893538) (SM) — May 6, 2015
SM Energy Co (SM) (CIK 0000893538)
Date: May 6, 2015 · CIK: 0000893538 · Accession: 0000000000-15-024910
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-203700
Letter
May 5, 2015 Javan D. Ottoson Chief Executive Officer SM Energy Company 1775 Sherman Street, Suite 1200 Denver, CO 80203
Re: SM Energy Company Registration Statement on Form S-4 Filed April 28, 2015 File No. 333-203700
Dear Mr. Ottoson :
This is to advise you that we have not reviewed and will not review your registration statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 4 61 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities u nder
Javan D. Ottoson SM Energy Company May 5, 2015 Page 2
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact Parhaum J. Hamidi, Staff Attorney at (202) 551 -3421 with any questions.
Sincerely,
/s/H. Roger Schwall
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May 5, 2015 Javan D. Ottoson Chief Executive Officer SM Energy Company 1775 Sherman Street, Suite 1200 Denver, CO 80203 Re: SM Energy Company Registration Statement on Form S-4 Filed April 28, 2015 File No. 333-203700 Dear Mr. Ottoson : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 4 61 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities u nder Javan D. Ottoson SM Energy Company May 5, 2015 Page 2 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Parhaum J. Hamidi, Staff Attorney at (202) 551 -3421 with any questions. Sincerely, /s/H. Roger Schwall H. Roger Schwall Assistant Director