9 Aug 2024listing compliance notice▼ BadMajor
SILVERBOW RESOURCES, INC. deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 July 2024business combination● NeutralMajor
The Crescent merger closed on July 30, 2024: SilverBow was merged into a Crescent subsidiary and its separate corporate existence ended. Its shares stopped trading on the NYSE before the open that day, and a Form 15 is intended to end its SEC reporting. Holders ceased to be shareholders and have only the right to receive the merger consideration they elected (Crescent shares, a mix of shares and $15.31 cash per the terms, or $38.00 cash subject to the $400 million cash cap). The revolver and second lien note commitments were terminated and all outstanding principal, interest and fees were paid off in full, with liens released. This resolves the Crescent sale thread.
30 July 2024listing compliance notice● NeutralMajor
SILVERBOW RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.
28 June 2024business combination● NeutralMajor
SilverBow filed the definitive joint proxy statement with Crescent, mailed on or about June 28, 2024, for special meetings of both companies' stockholders on July 29, 2024. SilverBow holders vote on adopting the merger agreement, a non-binding advisory vote on merger-related executive pay, and a possible adjournment; the board unanimously recommends voting for all three. The terms match the May announcement (3.125 Crescent shares, or 1.866 shares plus $15.31, or $38.00 cash subject to a $400 million cash cap). On the per-share values stated, the consideration was about $38.28 (all stock) at May 15 and about $37.28 (all stock) at June 27, 2024. Crescent holders of about 43% of its common stock have agreed to vote in favour.
16 May 2024business combination● NeutralMajor
On May 15, 2024 SilverBow agreed to be acquired by Crescent Energy through a two-step merger. Each SilverBow share can be exchanged, at the holder's election, for 3.125 Crescent Class A shares, or 1.866 Crescent shares plus $15.31 cash, or $38.00 cash, with total cash capped at $400 million. Stock-heavy outcomes mean SilverBow holders would own roughly 22% to 32% of the combined company. The board unanimously recommended the deal. It still needs shareholder approvals of both companies, antitrust clearance, an effective Crescent registration statement and NYSE listing of the new shares. Equity awards vest and are converted into cash and Crescent stock, and Crescent adds two SilverBow-chosen directors to an 11-member board. This starts the sale of the company, a new thread.
1 Dec 2023asset acquisition disposition▲ GoodMajor
On November 30, 2023 SilverBow closed the Chesapeake South Texas acquisition announced in August 2023, for about $700 million: $650 million cash at closing and $50 million deferred to the first anniversary, with up to $50 million more contingent on future commodity prices. It was funded with cash on hand, revolver borrowings and the sale of an additional $350 million of second lien notes. The revolver borrowing base and commitments rose from $775 million to $1.2 billion, and the second lien notes reached $500 million with maturity extended from December 2026 to December 2028; this resolves the pending deal and financing upsizes in the context. The press release states the company now holds over 220,000 net acres, and gives a preliminary 2024 outlook of 551-611 MMcfe/d and capex of $550-$580 million (company figures). The second lien amendment also adds a Current Ratio covenant of at least 1.00 and a Minimum Asset Coverage Ratio of 1.10 through March 31, 2024 and 1.25 after. Acquired-business financials and pro forma figures are to be filed by later amendment.
18 Sept 2023material agreement● NeutralMajor
On September 13, 2023 SilverBow agreed an underwriting for 4,000,000 shares: 2,810,811 sold by the company (about $97.8 million net proceeds) and 1,189,189 sold by SVMF 71, LLC, the Strategic Value Partners vehicle that held 26.6% in 2022. Underwriters also have a 30-day option for up to 600,000 more shares; the sale closed September 18, 2023. The new shares dilute existing holders; the filing does not state what the proceeds are for (the filing does not link it to the Chesapeake deal; that would be an inference).
14 Aug 2023material agreement● NeutralMajor
On August 11, 2023 SilverBow agreed to buy Chesapeake's South Texas oil and gas assets for $700 million: $650 million cash at closing and $50 million due one year later, plus up to $50 million more depending on commodity prices. Closing is expected by year-end 2023 (termination right if not completed by November 24, 2023, extendable 15 days). It is to be funded by cash, the revolver (with $425 million of new commitments, lifting total to $1.2 billion) and the second lien notes (upsized by $350 million to $500 million, maturity extended to December 15, 2028), all conditional on closing. This is the largest deal in the company's recent acquisition run and would add to debt.
20 June 2023debt financing● Neutral
On June 14, 2023 SilverBow signed a Third Amendment to its second lien Note Purchase Agreement with U.S. Bank Trust Company as agent, replacing LIBOR with a Term SOFR-based variable rate plus a margin. The filing describes only this interest-rate benchmark change, effective once conditions are met; it does not state any change to amount or maturity.
16 May 2023security holder rights change● NeutralMajor
On May 16, 2023 SilverBow extended its shareholder rights plan (adopted September 2022) so it now expires the day after its first annual meeting following the amendment, which the press release says is expected May 21, 2024. The press release says the plan was adopted in response to significant accumulations of SilverBow stock by a third party and is meant to ensure all shareholders get fair treatment; other terms are unchanged. This is a new thread in this history: the plan itself was not in earlier context. For shareholders it makes an unsolicited takeover harder.
22 Sept 2022listing compliance notice▲ GoodMajor
the exchange certified SILVERBOW RESOURCES, INC.'s securities for listing, clearing them to begin trading.
5 July 2022asset acquisition disposition▲ GoodMajor
On June 30, 2022 SilverBow closed the Sundance acquisition of Eagle Ford assets in Atascosa, La Salle, Live Oak and McMullen counties, for about $354 million: $225 million cash plus 4,148,472 new shares, with up to $15 million more in cash depending on 2022 and 2023 oil prices. This completes the deal announced in April; the press release says the cash was funded from cash on hand and revolver borrowings, and that the SandPoint acquisition closed on May 10, 2022. At June 30, 2022 the press release shows $494 million borrowed under the revolver and about $284 million of liquidity.
24 June 2022debt financing▲ GoodMajor
On June 22, 2022 SilverBow signed a Tenth Amendment to its revolving credit facility: maturity extended to October 19, 2026, borrowing base raised from $525 million to $775 million, maximum credit amounts raised from $1 billion to $2 billion, and the interest margin reduced. The higher borrowing base is limited until the Sundance deal closes, which the filing still expects in June or July 2022. This builds on the April 2022 increase to $525 million.
9 May 2022business combination● Neutral
SilverBow filed its final proxy statement setting a virtual special shareholder meeting for June 21, 2022 (record date May 2, 2022) to approve issuing 4,148,472 shares in the Sundance deal. At the May 5, 2022 share price of $34.83, the filing values total consideration at about $369 million; the assets are 39,000 net acres with January 2022 production of 11,100 Boe/d. The board unanimously recommends a yes vote. This finalises the draft filed in April; the vote outcome is not yet known.
27 Apr 2022business combination● Neutral
SilverBow filed a draft proxy statement asking shareholders to approve issuing 4,148,472 shares for the Sundance deal (about $225 million cash plus those shares). The draft leaves the meeting date and closing-day share value blank, and the board unanimously recommends voting for it. It says completion is anticipated in June or July 2022 if approved. This moves the April Sundance deal toward its shareholder vote.
14 Apr 2022capital raising announcement● NeutralMajor
On April 13, 2022 SilverBow agreed to buy Eagle Ford assets from Sundance Energy and affiliates for about $354 million: about $225 million cash and 4,148,472 new shares, plus up to $15 million more in cash depending on 2022-2023 oil prices. It needs shareholder approval and is expected to close by July 19, 2022, with either side able to terminate if it has not closed by September 2, 2022. Strategic Value Partners, holding 26.6% of the stock, agreed to vote for the share issuance. Separately it agreed to buy assets from SandPoint for about $71 million (about $31 million cash and 1.3 million shares), expected to close in May 2022. Both would add shares and, for the cash portions, require funding (the filing does not state the source).
13 Apr 2022debt financing▲ Good
On April 12, 2022 SilverBow raised its revolving credit facility's borrowing base from $460 million to $525 million in the scheduled twice-yearly review, and added two new lenders. The press release says that, as of March 31, 2022, there was $200 million drawn, about $2 million cash and about $327 million of liquidity after the increase. It also allows deposits to third-party sellers of up to the lesser of $50 million and 10% of the borrowing base. This continues the November 2021 expansion of the facility, and the borrowing base is now no longer limited pending an acquisition per the earlier amendment (the filing does not mention that limit).
22 Nov 2021asset acquisition disposition● NeutralMajor
On November 19, 2021 SilverBow closed its purchase of Eagle Ford oil and gas assets from Teal Natural Resources and Castlerock Production, the deal announced October 8. The price was about $75 million: $45 million in cash and 1,351,961 new shares. This resolves the pending acquisition and the earlier question about its closing date; the new shares dilute existing holders, and the company says it will file to allow public resale of them.
15 Nov 2021debt financing▲ GoodMajor
On November 12, 2021 SilverBow amended both its bank credit facility and its second lien notes. The borrowing base rose from $300 million to $460 million (limited until a previously disclosed acquisition closes), and the maximum credit amount rose from $600 million to $1 billion. The second lien notes' maturity moves from December 2024 to December 2026 once $50 million is redeemed by February 15, 2022, which would cut them from $200 million to $150 million. This supports the earlier acquisitions with more borrowing room and pushes out a debt maturity, with tighter debt limits on the notes.
12 Oct 2021capital raising announcement● NeutralMajor
On October 8, 2021 SilverBow agreed to buy Eagle Ford oil assets from Teal Natural Resources and Castlerock Production for about $75 million: $45 million cash plus about $30 million in stock (at least 1,351,961 shares). Closing is expected before year-end 2021, and either side can terminate if it has not closed by December 20, 2021. The cash is to come from cash on hand and revolver borrowings, and the press release calls it the third acquisition since early August and the largest so far. It adds more shares and more debt to the company's balance sheet.
13 Aug 2021capital raising announcement● NeutralMajor
On August 12, 2021 SilverBow agreed to buy Eagle Ford oil and gas assets from undisclosed sellers for about $33 million, paid entirely in 1,514,457 new shares of its stock, with closing expected around October 1, 2021. The press release cites about 45,000 net acres and April 2021 net production of about 1,580 barrels of oil equivalent per day. Existing shareholders will be diluted by the new shares. The CEO describes it as the second acquisition announced since early August.
13 Aug 2021material agreement● NeutralMajor
On August 13, 2021 SilverBow set up an at-the-market programme with Johnson Rice and Truist Securities, allowing it to sell up to $40 million of new common stock over time, with a 3.0% commission to the agents. Proceeds are for general purposes, including capital spending, debt repayment or acquisitions. Any shares sold would add to the share count; the filing does not say whether any have been sold.
19 Apr 2021debt financing● NeutralMajor
On April 16, 2021 SilverBow and its bank group signed the Seventh Amendment to the revolving credit agreement: the borrowing base was cut from $310 million to $300 million and the maturity was pushed from April 19, 2022 to April 19, 2024. The interest margin rose 50 basis points, the allowed debt-to-EBITDA limit tightened (to 3.25x, then 3.00x from March 31, 2022), and a 50% minimum hedging requirement over 24 months was added. The attached press release says borrowings were $200 million at March 31, 2021 (down $30 million in the quarter), and reports a first Webb County Austin Chalk well averaging 12.9 MMcf/d over its first 30 days. This replaces the April 2022 maturity noted earlier.
13 May 2020debt financing▼ Bad
On May 12, 2020 the company signed a fifth amendment to its revolver, keeping the borrowing base at $330 million after the scheduled review but raising the interest margin by 75 basis points. It also added a rule requiring draws and repayments when cash exceeds $30 million. This reverses the 50 basis point margin cut from April 2018 in part, and makes the revolver more expensive and restrictive. The filing gives no reason for the changes.
25 Apr 2018debt financing▲ Good
On April 20, 2018 the company amended both its revolver and its second lien note agreement. The revolver's borrowing base was reaffirmed at $330 million and its interest margin was cut by 50 basis points. Both agreements now exclude certain basis differential swaps from the maximum hedging limit.
19 Dec 2017debt financing● NeutralMajor
On December 15, 2017 the company issued $200 million of senior secured second lien notes at LIBOR plus 7.5%, due December 15, 2024, with up to $100 million more possible if conditions are met. The release says proceeds paid down the revolver and the notes were funded by private funds managed by EIG Global Energy Partners and another third party. The revolver's borrowing base was cut from $370 million to $330 million as a result, and the notes rank behind the revolver under a new intercreditor agreement. The release lists the stock as NYSE: SBOW, which indicates the NYSE listing committed to in January was achieved (inference from the release's ticker).
1 Dec 2017material agreement▲ Good
On November 9, 2017 (now filing as SilverBow Resources) the company amended its JPMorgan credit agreement, raising the borrowing base by $40 million to $370 million. It also gained the ability to incur up to $200 million of second lien or unsecured debt, which the December 2017 note financing then used.
2 May 2017listing compliance notice▲ GoodMajor
the New York Stock Exchange certified SILVERBOW RESOURCES, INC.'s securities for listing, clearing them to begin trading.
21 Apr 2017debt financing▲ GoodMajor
On April 19, 2017 the company signed an amended and restated revolving credit agreement with JPMorgan Chase as agent, maturing April 19, 2022, with a $600 million maximum amount and an initial borrowing base of $330 million. The press release says about $172 million was drawn as of March 31, 2017 and the base was raised 32% from the prior level. The loan is secured by liens on substantially all assets, and requires debt to EBITDA of no more than 4.0x and a current ratio of at least 1.0x.
1 Feb 2017material agreement● Neutral
The January 2017 private placement of 1,403,508 shares at $28.50 closed on January 26, 2017. The company signed a registration rights agreement to file a resale registration statement within 90 days, and agreed to pay purchasers 1.0% of their purchase price as a fee (repeating every 30 days) if it misses filing, effectiveness, or listing on the NYSE or Nasdaq within 180 days of closing. This turns the earlier NYSE-listing commitment into a deadline with a cash penalty.