SilverBow Resources, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-07-30: Form 8-K; Period of report 2024-07-26; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.02.
- 2024-05-30: Form 8-K; Period of report 2024-05-29; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.02.
- 2024-05-21: Form 8-K; Period of report 2024-05-21; Description 8.01 Other Events; Details 8.01.
- 2024-05-16: Form 8-K; Period of report 2024-05-15; Description 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-07-30 | 8-K | 2024-07-26 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 1.02 In connection with the consummation of the Mergers, on the Closing Date, SilverBow terminated all outstanding lender commitments (as applicable) under the (i) First Amended and Restated Senior Secured Revolving Credit Agreement, dated as of April 19, 2017, among SilverBow, JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, and certain bank lenders thereto (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”) and (ii) the Note Purchase Agreement, dated December 15, 2017, among SilverBow, the holders party thereto and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as agent and collateral agent (as amended, restated, supplemented or modified from time to time, the “Note Purchase Agreement” and, together with the Credit Agreement, the “Financing Agreements”). 2.01 The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 3.01 The information set forth in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth in the Introduction, Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introduction, Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 Pursuant to the Merger Agreement, effective as of the Initial Merger Effective Time, each member of the board of directors and each officer of SilverBow as of immediately prior to the Initial Merger Effective Time ceased his or her respective service as a director or officer of SilverBow. 5.03 In connection with the consummation of the Initial Merger, the certificate of incorporation and bylaws of the Initial Surviving Corporation were each amended and restated in their entirety. 5.07 On July 29, 2024, SilverBow held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Mergers. | d860315d8k.htm |
| 2024-05-30 | 8-K | 2024-05-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 At the Annual Meeting (as defined below), shareholders of SilverBow Resources, Inc. (“SilverBow” or the “Company”), approved the Fourth Amendment (the “Fourth Amendment”) to the Company’s 2016 Equity Incentive Plan (as previously amended, the “2016 Plan” and, as amended by the Fourth Amendment, the “Amended 2016 Plan”) to, among other things, increase the number of shares of SilverBow’s common stock available for awards thereunder by 725,000 shares. 5.03 At the Annual Meeting, the Company’s shareholders approved amendments, as described below (the “Charter Amendments”), to the Company’s Certificate of Incorporation (the “Charter”). 5.07 On May 29, 2024, the Company reconvened its previously adjourned annual meeting of shareholders (the “Annual Meeting”). | sbow-20240529.htm |
| 2024-05-21 | 8-K | 2024-05-21 | 8.01 Other Events | 8.01 As previously announced, SilverBow Resources, Inc. (“SilverBow”) convened its 2024 annual meeting of shareholders (the “Annual Meeting”) as scheduled at 10:00 a.m., Central Time, on May 21, 2024, and adjourned the Annual Meeting without commencing any business in order to allow additional time for recent developments to be considered by SilverBow’s shareholders. | d820093d8k.htm |
| 2024-05-16 | 8-K | 2024-05-15 | 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 On May 15, 2024, SilverBow Resources, Inc., a Delaware corporation (“SilverBow”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Crescent Energy Company, a Delaware corporation (“Crescent”), Artemis Acquisition Holdings Inc., a Delaware corporation and a direct wholly-owned subsidiary of Crescent (“Artemis Holdings”), Artemis Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Crescent (“Merger Sub Inc.”) and Artemis Merger Sub II LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Artemis Holdings (“Merger Sub LLC” and, together with Crescent, Artemis Holdings and Merger Sub Inc., the “Crescent Parties”). 3.03 See the description set out under “Amendment to Rights Agreement” in Item 1.01, which is incorporated by reference into this Item 3.03. 7.01 On May 16, 2024, SilverBow released certain communications regarding the Mergers, which are filed as Exhibit 99.1 and Exhibit 99.2 and incorporated into this Item 7.01 by reference. 8.01 On May 16, 2024, SilverBow announced that it intends to adjourn, without commencing any business, its annual meeting of shareholders (the “Annual Meeting”), scheduled to be held at 10:00 a.m., Central Time, on May 21, 2024, in order to allow additional time for recent developments, as described under Item 1.01 of this Form 8-K, to be considered by SilverBow’s shareholders. | d204574d8k.htm |
| 2024-05-01 | 8-K | 2024-05-01 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 In a news release after the market closed on May 1, 2024, SilverBow Resources, Inc. (“SilverBow Resources” or the “Company”) announced first quarter 2024 financial and operational results, provided updated 2024 guidance and reported that a conference call for investors, discussing the Company’s financial and operational results, would be held at 9:00 a.m. 7.01 Also on May 1, 2024, SilverBow Resources posted a corporate presentation to its website at www.sbow.com, which the Company may use from time to time in communications or conferences. | sbow-20240501.htm |
| 2024-04-09 | 8-K | 2024-04-09 | 7.01 Regulation FD Disclosure | 7.01 On April 9, 2024, SilverBow Resources, Inc. (the “Company”) sent a letter to Ben Dell, Managing Partner of Kimmeridge Energy Management Company, LLC. | d786249d8k.htm |
| 2024-03-28 | 8-K | 2024-03-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On March 27, 2024, SilverBow Resources, Inc. (the “Company” or “SilverBow”) received notice of Christoph O. Majeske’s resignation from his position as a Class I director on the Company’s Board of Directors (the “Board”) and as Chair and a member of the Board's Compensation Committee, effective March 27, 2024. 7.01 On March 28, 2024, the Company issued a press release announcing the events described under Item 5.02 above, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1. | sbow-20240327.htm |
| 2024-03-01 | 8-K | 2024-03-01 | 8.01 Other Events | 8.01 On March 1, 2024, SilverBow Resources, Inc. (the “Company”) issued a letter to the Company’s shareholders in response to the nomination by Kimmeridge Energy Management Company, LLC of three directors for election at the Company’s upcoming 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). | sbow-20240301.htm |
| 2024-02-28 | 8-K | 2024-02-28 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 In a news release after the market closed on February 28, 2024, SilverBow Resources, Inc. (“SilverBow Resources” or the “Company”) announced fourth quarter and full year 2023 financial and operational results, provided 2024 guidance and reported that a conference call for investors, discussing the Company’s financial and operational results, would be held at 9:00 a.m. 7.01 Also on February 28, 2024, SilverBow Resources posted a corporate presentation to its website at www.sbow.com, which the Company may use from time to time in communications or conferences. | sbow-20240228.htm |