UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 26, 2012 (June 26, 2012)

SM Energy Company

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (303) 861-8140

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01               Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the information disclosed in this Item 7.01, including Exhibit 99.1, shall be deemed “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Such information and exhibits shall not 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.

Press Release Regarding Offering of Senior Notes Due 2023

On June 26, 2012, SM Energy Company (the “Company”) issued a press release announcing that it had commenced its offering of an expected $300 million aggregate principal amount of senior notes due 2023 (the “Senior Notes”).  The notes offering is being made solely to qualified institutional buyers, as defined in Rule 144A under the Securities Act, and to certain non-U.S. persons, as defined in Regulation S under the Securities Act.  A copy of the press release is furnished as Exhibit 99.1 to this report.

Disclosure of Certain Information

The Company is offering the Senior Notes pursuant to a preliminary confidential offering memorandum dated June 26, 2012 (the “Preliminary Offering Memorandum”).  The Preliminary Offering Memorandum contains the following financial information, which has not been previously disclosed.

As of June 25, 2012, the Company had approximately $426.0 million outstanding under its credit facility, a material portion of which was borrowed in connection with the conversion and redemption of its 3.50% Senior Convertible Notes due 2027.

As of March 31, 2012, after giving pro forma effect to the Company’s conversion or redemption of its 3.50% Senior Convertible Notes due 2027, the Company would have had 65,095,220 shares of its common stock outstanding and 65,014,153 shares outstanding, net of treasury shares.

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EBITDAX, which is defined by the Company in the footnotes to the following table, is a financial measure not defined in United States generally accepted accounting principles (“GAAP”).  The Company is including in this report its reconciliation of net income, its most comparable measure calculated in accordance with GAAP, to EBITDAX.

·                  the financial performance of assets without regard to financing methods, capital structure or historical cost basis;

·                  the ability of assets to generate cash sufficient to pay interest on indebtedness; and

·                  operating performance and return on invested capital as compared to those of other companies, without regard to financing methods and capital structure.

EBITDAX has limitations as an analytical tool and should not be considered an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDAX excludes some, but not all, items that affect net income, and these measures may vary among other companies. Limitations to using EBITDAX as an analytical tool include:

·                  EBITDAX does not reflect current or future requirements for capital expenditures or capital commitments;

·                  EBITDAX does not reflect changes in, or cash requirements necessary to service, interest or principal payments on debt;

·                  EBITDAX does not reflect income taxes;

·                  although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDAX does not reflect any cash requirements for such replacements; and

·                  other companies in our industry may calculate EBITDAX differently than we do, limiting its usefulness as a comparison measure.

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Below is a reconciliation of net income, the most comparable measure calculated in accordance with GAAP, to EBITDAX:

The following tables include all commodity derivative contracts entered into subsequent to March 31, 2012:

Oil Collars:

Natural Gas Swaps:

*Natural gas swaps are comprised of IF HSC (68%), IF NGPL TXOK (18%), IF PEPL (7%), and IF Reliant N/S (7%).

NGL Swaps:

*NGL swaps are comprised of OPIS Mont. Belvieu LDH Propane (36%), OPIS Mont. Belvieu Purity Ethane (56%), OPIS Mont. Belvieu NON-LDH Isobutane (2%), OPIS Mont. Belvieu NON-LDH Natural Gasoline (3%), and OPIS Mont. Belvieu NON-LDH Normal Butane (3%).

Item 9.01               Financial Statements and Exhibits.

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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.

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