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SilverBow Resources, Inc. Form 8-K: Current report, 2022

SilverBow Resources, Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2022-12-16: Form 8-K; Period of report 2022-12-15; Description 7.01 Regulation FD Disclosure; Details 7.01.
  • 2022-11-02: Form 8-K; Period of report 2022-11-02; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
  • 2022-09-20: Form 8-K; Period of report 2022-09-20; Description 1.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
  • 2022-08-03: Form 8-K; Period of report 2022-08-03; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2022-12-168-K2022-12-157.01 Regulation FD Disclosure7.01 In a news release before the market opened on December 15, 2022, SilverBow Resources, Inc. (the “Company”) announced the publication of certain environmental, social and governance (“ESG”) metrics related to the Company’s 2021 ESG performance.sbow-20221215.htm
2022-11-028-K2022-11-022.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 In a news release after the market closed on November 2, 2022, SilverBow Resources, Inc. (“SilverBow Resources” or the “Company”) announced third quarter 2022 financial and operational results, provided updated 2022 guidance and preliminary 2023 outlook 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 November 2, 2022, 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-20221102.htm
2022-09-208-K2022-09-201.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.03 See the description set out under “Item 1.01 - Entry into a Material Definitive Agreement,” which is incorporated by reference into this Item 3.03.
5.03 In connection with the adoption of the Rights Agreement described in Item 1.01 above, the Board approved a Certificate of Designation, Preferences, and Rights of Series B Junior Participating Preferred Stock of the Company (the “Certificate of Designation”).
8.01 On September 20, 2022, the Company announced the declaration of the dividend of Rights and issued a press release relating to such declaration, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
d389866d8k.htm
2022-08-038-K2022-08-032.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 In a news release after the market closed on August 3, 2022, SilverBow Resources, Inc. (“SilverBow Resources” or the “Company”) announced second quarter 2022 financial and operational results, provided updated 2022 guidance and reported that a conference call for investors, discussing the Company’s financial and operational results, would be held at 11:00 a.m.
7.01 Also on August 3, 2022, 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-20220803.htm
2022-07-058-K2022-06-302.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure2.01 On June 30, 2022, SilverBow Resources, Inc. (the “Company”) and its operating subsidiary, SilverBow Resources Operating, LLC, closed the previously announced transaction pursuant to the Purchase and Sale Agreement, dated April 13, 2022 (the “Purchase Agreement”) with Sundance Energy, Inc. (“Sundance”), Armadillo E&P, Inc. (“Armadillo”) and SEA Eagle Ford, LLC (collectively with Sundance and Armadillo, the “Sellers”), thereby acquiring certain oil and gas assets located in Atascosa, La Salle, Live Oak and McMullen Counties, Texas (the “Transaction”).
3.02 The issuance of the Share Consideration for the Transaction pursuant to the Purchase Agreement, as described in Item 1.01 above which is incorporated into this Item 3.02 by reference, was made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering.
7.01 On July 5, 2022, the Company issued a press release regarding the closing of the Transaction.
sbow-20220630.htm
2022-06-248-K2022-06-221.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure1.01 On June 22, 2022, SilverBow Resources, Inc. (the “Company”), as borrower, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the other lenders party thereto entered into the Tenth Amendment (the “Tenth Amendment”) to the First Amended and Restated Senior Secured Credit Agreement, dated as of April 19, 2017 (as previously amended and as further amended by the Tenth Amendment, the “Credit Agreement”), by and among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and JP Morgan Chase Bank, N.A., Bank of America, N.A., Barclays Bank PLC, Canadian Imperial Bank of Commerce, New York Branch, Fifth Third Bank, National Association, KeyBank National Association, Truist Bank and Mizuho Bank, LTD, as joint lead arrangers and joint book runners, and Capital One, National Association, Citibank, N.A. and PNC Bank, National Association, as documentation agents, and the other lenders party thereto.
2.03 The information set forth under Item 1.01 above is incorporated herein by reference into this Item 2.03.
7.01 On June 23, 2022, the Company issued a press release announcing the Tenth Amendment.
d323931d8k.htm
2022-06-228-K2022-06-215.07 Submission of Matters to a Vote of Security Holders5.07 At a special meeting of shareholders held on June 21, 2022, shareholders of SilverBow Resources, Inc. (“SilverBow” or the “Company”) approved the issuance of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) upon the consummation of the transaction as described in the Company’s proxy statement (the “Transaction”) filed on May 9, 2022 (the “Proxy Statement”) with the U.S. Securities and Exchange Commission.sbow-20220621.htm
2022-06-068-K2022-06-068.01 Other Events8.01 On April 13, 2022, SilverBow Resources, Inc. (the “Company” or “SilverBow”) and its operating subsidiary, SilverBow Resources Operating, LLC, entered into a purchase and sale agreement with Sundance Energy, Inc. (“Sundance”) and certain of its subsidiaries pursuant to which the Company will acquire oil and gas assets in the Eagle Ford formation (the “Transaction”).sbow-20220606.htm
2022-05-178-K2022-05-175.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders5.02 At the May 17, 2022, annual meeting of shareholders, shareholders of SilverBow Resources, Inc. (“SilverBow Resources” or the “Company”) approved the Third Amendment to the Company’s 2016 Equity Incentive Plan to increase the number of shares of SilverBow Resources’ common stock available by 800,000 shares.
5.07 The Company’s annual meeting of shareholders was held on May 17, 2022.
sbow-20220517.htm
2022-05-118-K2022-05-107.01 Regulation FD Disclosure7.01 On May 10, 2022, SilverBow Resources, Inc. (the “Company”) and its operating subsidiary, SilverBow Resources Operating, LLC (“SilverBow Operating”), closed the previously announced purchase and sale agreement dated April 13, 2022, with SandPoint Operating, LLC, a subsidiary of SandPoint Resources, LLC (collectively, "SandPoint"), thereby acquiring oil and gas assets in the Eagle Ford and Olmos formations (the "SandPoint Transaction").sbow-20220510.htm
2022-05-048-K2022-05-042.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 In a news release after the market closed on May 4, 2022, SilverBow Resources, Inc. (“SilverBow Resources” or the “Company”) announced first quarter 2022 financial and operational results, provided updated 2022 guidance and reported that a conference call for investors, discussing the Company’s financial and operational results, would be held at 8:00 a.m.
7.01 Also on May 4, 2022, 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-20220504.htm
2022-04-148-K2022-04-131.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure1.01 On April 13, 2022, SilverBow Resources, Inc. (the “Company”) and its operating subsidiary, SilverBow Resources Operating, LLC (“SilverBow Operating”), entered into a purchase and sale agreement (the “Sundance Purchase Agreement”) with Sundance Energy, Inc. (“Sundance”), Armadillo E&P, Inc. (“Armadillo”) and SEA Eagle Ford, LLC (“SEA”) (collectively, the “Sundance Sellers”) pursuant to which the Company will acquire oil and gas assets in the Eagle Ford formation for consideration of approximately $354 million, subject to customary adjustments, approximately $225 million to be paid as cash and the rest to be paid with 4,148,472 shares of common stock (“Shares”) of the Company (which were valued based on the 30-day volume weighted average price as of April 8, 2022), subject to customary adjustments (the “Sundance Transaction”).
3.02 The issuance of the Shares as consideration at Sundance Closing pursuant to the Sundance Purchase Agreement described in Item 1.01 will be made in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering.
7.01 On April 14, 2022, the Company issued a press release regarding the Sundance Transaction and the SandPoint Transaction.
sbow-20220413.htm
2022-04-138-K2022-04-121.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure1.01 On April 12, 2022, SilverBow Resources, Inc. (“SilverBow Resources” or the “Company”) entered into a Ninth Amendment (the “Ninth Amendment to Credit Agreement”) to the First Amended and Restated Senior Secured Credit Agreement dated as of April 19, 2017 (the “Credit Agreement,” and such credit facility, as amended, the “Revolving Credit Facility”) among the Company, JPMorgan Chase Bank, N.A. (the “First Lien Agent”), the guarantors party thereto and the lenders party thereto.
2.03 The information set forth under Item 1.01 above is incorporated herein by reference.
7.01 On April 13, 2021, the Company issued a press release announcing the Ninth Amendment to the Credit Agreement.
sbow-20220412.htm
2022-03-038-K2022-03-022.02 Results of Operations and Financial Condition2.02 On March 2, 2022, SilverBow Resources, Inc. (the “Company”) 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-20220302.htm
2022-03-028-K2022-03-022.02 Results of Operations and Financial Condition2.02 In a news release after the market closed on March 2, 2022, SilverBow Resources, Inc. (“SilverBow Resources” or the “Company”) announced fourth quarter and full year 2021 financial and operational results, and reported that a conference call for investors, discussing the Company’s financial and operational results, would be held at 11:00 a.m.sbow-20220302.htm
2022-02-028-K/A2021-11-199.01 Financial Statements and Exhibits9.01 The audited statement of revenues and direct operating expenses for the Assets for the year ended December 31, 2020, including the notes thereto, are filed herewith as Exhibit 99.1.sbow-20211119.htm