SEC Company Response from SM Energy Co (SM) (CIK 0000893538) (SM) — Apr 10, 2014
SM Energy Co (SM) (CIK 0000893538)
Date: April 10, 2014 · CIK: 0000893538 · Accession: 0001104659-14-026993
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-194304
Referenced dates: March 25, 2014
Letter
April 10, 2014 H. Roger Schwall Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549
Re: SM Energy Company Registration Statement on Form S-4 Filed March 4, 2014 File No. 333-194304
Dear Mr. Schwall:
Set forth below are the responses of SM Energy Company, a Delaware corporation (the “Company,” “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 25, 2014, with respect to the review of the Company’s Registration Statement on Form S-4 filed with the Commission on March 4, 2014 (the “Form S-4”). For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in italicized text.
Registration Statement on Form S-4 Filed March 25, 2014
General
1. We are currently processing your pending request for confidential treatment. Please be advised that we will not be in a position to declare this registration statement effective until we resolve any issues concerning the confidential treatment request.
RESPONSE: The Company understands and acknowledges the Staff’s comment. The Company will submit a request for acceleration of effectiveness only after the request for confidential treatment has been resolved with the Staff.
Incorporation by Reference, page ii
2. We note that you incorporate your annual report on Form 10-K for the year ended December 31, 2013. However, the 10-K incorporates information from the company’s
proxy statement which has not yet been filed. Before you request acceleration of effectiveness of the registration statement, please either amend the 10-K to include Part III information or file the proxy statement.
RESPONSE: The Company filed its 2014 Proxy Statement on the date of this letter.
* * * * * *
We formally acknowledge that:
· The adequacy and accuracy of the disclosure in the Registration Statement is the responsibility of SM Energy Company;
· Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the above referenced filings; and
· SM Energy Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please direct any questions that you may have with respect to the foregoing, to the undersigned at (303) 864-2555, to David Copeland, our Executive Vice President, General Counsel and Corporate Secretary who may be reached at (303) 863-4325 or to Lucy Stark, our outside counsel who may be reached at (303) 295-8493.
Very truly yours,
SM Energy Company
Show Raw Text
CORRESP 1 filename1.htm April 10, 2014 H. Roger Schwall Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: SM Energy Company Registration Statement on Form S-4 Filed March 4, 2014 File No. 333-194304 Dear Mr. Schwall: Set forth below are the responses of SM Energy Company, a Delaware corporation (the “Company,” “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 25, 2014, with respect to the review of the Company’s Registration Statement on Form S-4 filed with the Commission on March 4, 2014 (the “Form S-4”). For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in italicized text. Registration Statement on Form S-4 Filed March 25, 2014 General 1. We are currently processing your pending request for confidential treatment. Please be advised that we will not be in a position to declare this registration statement effective until we resolve any issues concerning the confidential treatment request. RESPONSE: The Company understands and acknowledges the Staff’s comment. The Company will submit a request for acceleration of effectiveness only after the request for confidential treatment has been resolved with the Staff. Incorporation by Reference, page ii 2. We note that you incorporate your annual report on Form 10-K for the year ended December 31, 2013. However, the 10-K incorporates information from the company’s proxy statement which has not yet been filed. Before you request acceleration of effectiveness of the registration statement, please either amend the 10-K to include Part III information or file the proxy statement. RESPONSE: The Company filed its 2014 Proxy Statement on the date of this letter. * * * * * * We formally acknowledge that: · The adequacy and accuracy of the disclosure in the Registration Statement is the responsibility of SM Energy Company; · Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the above referenced filings; and · SM Energy Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please direct any questions that you may have with respect to the foregoing, to the undersigned at (303) 864-2555, to David Copeland, our Executive Vice President, General Counsel and Corporate Secretary who may be reached at (303) 863-4325 or to Lucy Stark, our outside counsel who may be reached at (303) 295-8493. Very truly yours, SM Energy Company By: /s/ A. Wade Pursell A. Wade Pursell Its: Chief Financial Officer Enclosures cc: PJ Hamidi, U.S. Securities and Exchange Commission Laura Nicholson, U.S. Securities and Exchange Commission David Copeland, SM Energy Company Lucy Stark, Holland & Hart LLP 2