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SilverBow Resources, Inc. Form 8-K: Current report, 2023

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

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

  • 2023-12-14: Form 8-K; Period of report 2023-12-11; Description 8.01 Other Events; Details 8.01.
  • 2023-12-05: Form 8-K/A; Period of report 2023-11-30; Description 9.01 Financial Statements and Exhibits; Details 9.01.
  • 2023-12-01: Form 8-K; Period of report 2023-11-30; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure; Details 1.01.
  • 2023-11-27: Form 8-K; Period of report 2023-11-20; Description 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; Details 5.02.
FiledFormPeriod of reportDescriptionDetailsDocument
2023-12-148-K2023-12-118.01 Other Events8.01 On December 11, 2023, SilverBow Resources, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with SVMF 71 LLC, as the selling stockholder (the “Selling Stockholder”), and Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Selling Stockholder 2,200,000 shares (the “Firm Shares”) of the Company’s common stock (the “Offering”).d640279d8k.htm
2023-12-058-K/A2023-11-309.01 Financial Statements and Exhibits9.01 (a) Financial statements of business acquired.sbow-20231130.htm
2023-12-018-K2023-11-301.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 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 November 30, 2023, in connection with the closing of the Transaction (as defined below), SilverBow Resources, Inc. (the “Company”), as borrower, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “First Lien Agent”), and the other lenders party thereto entered into the Eleventh Amendment to First Amended and Restated Senior Secured Credit Agreement (the “Eleventh Amendment”).
2.01 On November 30, 2023, the Company and its operating subsidiary, SilverBow Resources Operating, LLC, closed the previously announced acquisition of Chesapeake Energy Corporation’s oil and gas assets in South Texas (the “Transaction”), pursuant to that certain Purchase and Sale Agreement, dated August 11, 2023 (the “Purchase Agreement”) with Chesapeake Exploration, L.L.C., Chesapeake Operating, L.L.C., Chesapeake Energy Marketing, L.L.C. and Chesapeake Royalty, L.L.C. (the “Chesapeake Sellers”).
2.03 The information set forth under Item 1.01 above is incorporated herein by reference into this Item 2.03.
7.01 On November 30, 2023, the Company issued a press release regarding the closing of the Transaction.
d855880d8k.htm
2023-11-278-K2023-11-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On November 20, 2023, SilverBow Resources, Inc. (the “Company” or “SilverBow”) received notice that David Geenberg resigned from his position as a Class III Director on the Company’s Board of Directors (the “Board”) and as a member of SilverBow’s Nominating and Strategy Committee, effective November 27, 2023.
7.01 On November 27, 2023, 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-20231120.htm
2023-11-018-K2023-11-012.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 In a news release after the market closed on November 1, 2023, SilverBow Resources, Inc. (“SilverBow Resources” or the “Company”) announced third quarter 2023 financial and operational results, provided updated 2023 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 1, 2023, 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-20231101.htm
2023-09-188-K2023-09-131.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d539740d8k.htm
2023-09-128-K2023-09-128.01 Other Events8.01 On August 11, 2023, SilverBow Resources, Inc. (the “Company”) and its operating subsidiary, SilverBow Resources Operating, LLC, entered into a purchase and sale agreement with subsidiaries of Chesapeake Energy Corporation (“Chesapeake”), pursuant to which the Company will acquire Chesapeake’s oil and gas assets in South Texas (the “South Texas Rich Properties”).sbow-20230912.htm
2023-08-148-K2023-08-111.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 On August 11, 2023, SilverBow Resources, Inc. (the “Company”) and its operating subsidiary, SilverBow Resources Operating, LLC (“SilverBow Operating” and, together with the Company, the “SilverBow Parties”), entered into a purchase and sale agreement (the “Purchase Agreement”) with Chesapeake Exploration, L.L.C., Chesapeake Operating, L.L.C., Chesapeake Energy Marketing, L.L.C. and Chesapeake Royalty, L.L.C. (the “Chesapeake Sellers”), pursuant to which SilverBow Operating will acquire Chesapeake Energy Corporation’s oil and gas assets in South Texas (the “Chesapeake South Texas Assets”) for a purchase price of $700 million, comprised of a $650 million upfront cash payment due at closing and an additional $50 million deferred cash payment due on the first anniversary of the closing, subject to customary adjustments (the “Chesapeake Transaction”).
7.01 On August 14, 2023, the Company issued a press release regarding the Chesapeake Transaction.
d542012d8k.htm
2023-08-028-K2023-08-022.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 In a news release after the market closed on August 2, 2023, SilverBow Resources, Inc. (“SilverBow Resources” or the “Company”) announced second quarter 2023 financial and operational results, provided updated 2023 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 August 2, 2023, 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-20230802.htm
2023-06-208-K2023-06-141.01 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 Registrant1.01 On June 14, 2023, SilverBow Resources, Inc. (“SilverBow” or the “Company”) entered into the Third Amendment to the Note Purchase Agreement (the “Third Amendment”) among the Company, as issuer, U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as agent and collateral agent (the “Second Lien Agent”), the guarantors party thereto and certain holders that are a party thereto.
2.03 The information set forth under Item 1.01 above is incorporated herein by reference into this Item 2.03.
sbow-20230614.htm
2023-05-168-K2023-05-161.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events1.01 SilverBow Resources, Inc., a Delaware corporation (the “Company”), is a party to the Rights Agreement, dated as of September 20, 2022 (the “Rights Agreement”), by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”).
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.
8.01 On May 16, 2023, the Company issued a press release relating to the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference..
sbow-20230516.htm
2023-05-168-K2023-05-165.07 Submission of Matters to a Vote of Security Holders5.07 SilverBow Resources, Inc.’s (“SilverBow” or the “Company”) annual meeting of shareholders was held on May 16, 2023.sbow-20230516.htm
2023-05-088-K2023-05-087.01 Regulation FD Disclosure7.01 In a news release before the market opened on May 8, 2023, SilverBow Resources, Inc. (the “Company”) announced the publication of its sustainability report for the Company's fiscal year 2022 on key environmental, social and governance ("ESG") metrics related to the Company's 2022 ESG performance ("2022 Sustainability Report").sbow-20230508.htm
2023-05-038-K2023-05-032.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 In a news release after the market closed on May 3, 2023, SilverBow Resources, Inc. (“SilverBow Resources” or the “Company”) announced first quarter 2023 financial and operational results, provided updated 2023 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 3, 2023, 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-20230503.htm
2023-03-018-K2023-03-012.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 In a news release after the market closed on March 1, 2023, SilverBow Resources, Inc. (“SilverBow Resources” or the “Company”) announced fourth quarter and full year 2022 financial and operational results, provided 2023 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 March 1, 2023, 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-20230301.htm
2023-01-108-K/A2023-01-095.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure5.02 On January 9, 2023, the Board of Directors (the “Board”) of SilverBow Resources, Inc. approved an increase to the size of the Board from seven to nine directors with one of the newly created directorships being allocated to Class I and the other newly created directorship being allocated to Class II, effective as of January 9, 2023 (the “Effective Time”), in accordance with the Company’s Certificate of Incorporation, as amended, and the Company’s Second Amended and Restated Bylaws.
7.01 On January 9, 2023, the Company issued a press release announcing Ms. Grigsby’s and Ms. McAllister’s appointments to the Board, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.
sbow-20230109.htm
2023-01-098-K2023-01-095.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 7.01 Regulation FD Disclosure5.05 On January 9, 2023, the Board of Directors (the “Board”) of SilverBow Resources, Inc. (the “Company”) approved an increase to the size of the Board from seven to nine directors with one of the newly created directorships being allocated to Class I and the other newly created directorship being allocated to Class II, effective as of January 9, 2023 (the “Effective Time”), in accordance with the Company’s Certificate of Incorporation, as amended, and the Company’s Second Amended and Restated Bylaws.
7.01 On January 9, 2023, the Company issued a press release announcing Ms. Grigsby’s and Ms. McAllister’s appointments to the Board, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.
sbow-20230109.htm