SILVERBOW RESOURCES, INC.

SILVERBOW RESOURCES, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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.

business combination

SILVERBOW RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

business combination

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.

asset acquisition disposition

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).

material agreement

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.

material agreement

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.

security holder rights change

the exchange certified SILVERBOW RESOURCES, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

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.

asset acquisition disposition

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.

debt financing

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).

capital raising announcement

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.

asset acquisition disposition

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.

debt financing

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.

capital raising announcement

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.

capital raising announcement

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.

material agreement

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.

debt financing

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).

debt financing

the New York Stock Exchange certified SILVERBOW RESOURCES, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

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.

debt financing

On January 20, 2017 the company agreed to sell 1,403,508 new shares at $28.50 in a private placement, about $40 million gross and $39 million net, to repay credit facility borrowings and for general purposes. The release set a 2017 capital budget of $85-95 million and said the company committed to list all shares on the NYSE.

capital raising announcement

On November 18, 2016 the company agreed to sell its Lake Washington field in southeast Louisiana to Hilcorp Energy I, L.P. for $40 million, with closing expected around December 1, 2016. The press release says the field is about 14,000 net acres with 23 producing wells and about 1,160 barrels of oil equivalent per day, and that net proceeds will go toward paying down the revolver. The company calls it a step toward focusing on the Eagle Ford. The release also lists added 2017 gas price collars and names Bob Banks as interim CEO and the stock as quoted on OTCQX (SWTF), showing the post-bankruptcy company with new leadership.

material agreement

On March 31, 2016 the bankruptcy court confirmed the reorganization plan. About $906 million of senior notes and certain unsecured claims will be exchanged for 88.5% of the new common stock, and the $75 million DIP loan is to convert to equity paid out of that same 88.5%, with the DIP lenders also getting a 7.5% backstop fee. All existing common stock, options and warrants will be cancelled; current shareholders are entitled to 4% of the new common stock plus certain warrants. A $320 million reserve-based exit loan will refinance the secured bank claims. The plan takes effect once conditions are met, which the company says it cannot guarantee. This follows through on the December 2015 restructuring agreement.

bankruptcy or receivership

SILVERBOW RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On December 31, 2015 Swift Energy and eight subsidiaries filed Chapter 11 in Delaware, with a restructuring support agreement under which senior noteholders convert their notes to equity. Existing shareholders are to keep 4% of the equity (before dilution from a new management incentive program) plus warrants for up to 30% of post-petition equity if certain benchmarks are met. The filing also accelerated the senior notes (7.125% due 2017, 8.875% due 2020, 7.875% due 2022) and the JPMorgan-led credit facility, and proposes a $75 million debtor-in-possession loan from Cantor Fitzgerald-led lenders. It also reports a deal to sell a 75% interest in part of its Louisiana acreage (South Bearhead Creek and Burr Ferry fields) to Texegy LLC for $48.75 million cash, closing expected by March 15, 2016 and subject to court approval. Management is to stay on, with Terry Swift keeping a board seat.

bankruptcy or receivership

On December 18, 2015 the NYSE began proceedings to delist the stock because of "abnormally low" trading price levels, and suspended trading that day. The company said it does not intend to appeal and expects the stock to be delisted. From December 21, 2015 it trades on the OTC Pink market as "SFYW", with no assurance that quotes or trading volume will continue. This resolves the August 2015 listing-notice thread, and the cure periods did not run their course.

listing compliance notice

the New York Stock Exchange certified SILVERBOW RESOURCES, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

The NYSE told the company on August 14, 2015 that it fell short of two listing standards: its 30-day average share price was $0.96 (below $1.00), and its average market value and shareholders' equity were both below $50 million. The shares keep trading on the NYSE for now with a "below compliance" tag. The company has six months to fix the share price and will submit a plan within 45 days to try to fix the market value shortfall within 18 months.

listing compliance notice

On November 10, 2014 the audit committee concluded that the 2013, 2012 and 2011 annual statements and the first two 2014 quarterly statements can no longer be relied on, because oil and gas property write-down calculations wrongly included the tax effect of asset retirement obligations (error dating to 2008). The correction is expected to raise retained earnings by about $30 million at end-2013 and reduce the 2013 write-down of about $74 million by about $27 million. It also cuts each 2014 quarter's net income by about $500,000, and the previously announced Q3 2014 earnings of $0.06 per share are now expected at about $0.04-$0.05. The company also disclosed a material weakness in internal control at December 31, 2013, and planned amended filings and a late Q3 10-Q within the grace period.

financial restatement

On May 5, 2014 the company agreed to sell a 36% interest in its roughly 8,300-acre Fasken Eagle Ford position in Webb County, Texas to a US subsidiary of PT Saka Energi Indonesia for $175 million: $125 million in cash at closing plus a $50 million carry of future development costs. Closing was expected around June 30, 2014; the company expected about $150 million in cash at closing after adjustments and would stay operator. The company said proceeds would go to general corporate purposes and to reduce bank credit facility borrowings, with the $450 million borrowing base falling by $34.2 million at closing. It also raised 2014 capital spending guidance to $350-$400 million from $300-$350 million. This is a new partnership (Saka, guaranteed by parent PGN) in a core asset.

material agreement

On October 31, 2012 the company amended its JPMorgan credit agreement (third amendment), raising the borrowing base from $330 million to $450 million and its chosen commitment from $300 million to $450 million. The maturity was pushed from May 12, 2016 to November 1, 2017, and the fee on the unused portion was set at 37.5 basis points when usage is under 50%. This extends and enlarges the bank facility that the October notes add-on was meant to help pay down.

debt financing

On October 3, 2012 the company agreed to sell an additional $150 million of 7⅞% Senior Notes due 2022 to J.P. Morgan Securities and other initial purchasers, priced at 105% of par to investors. Closing was scheduled for October 18, 2012. This carries out the add-on offering announced the previous day and raises total notes of this series to $400 million (inference from adding the $250 million issued in 2011).

material agreement

On October 2, 2012 the company amended its JPMorgan credit agreement to lift the amount of new unsecured or subordinated debt it may issue from $300 million to $500 million. This lets it announce a planned private offering of an additional $150 million of its 7⅞% notes due 2022, with proceeds intended to repay revolving credit facility borrowings and for general corporate purposes.

debt financing

The $250 million 7⅞% Senior Notes due 2022 sale closed on November 30, 2011, completing the deal agreed on November 15. The notes mature March 1, 2022, with interest paid each March 1 and September 1 starting March 1, 2012, and are guaranteed by Swift Energy Operating, LLC. The company also agreed to offer to swap them for SEC-registered notes within about 360 days.

debt financing

On November 15, 2011 the company agreed to sell $250 million of 7⅞% Senior Notes due 2022 to J.P. Morgan Securities and other initial purchasers in a private placement, priced at 99.156% of par to investors. Closing was scheduled for November 30, 2011. This adds new long-term debt.

material agreement