CUSIP No. 87073T 105
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934*
SilverBow
Resources, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
87073T 105
(CUSIP
Number)
December 31, 2017
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover
page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP No. 87073T 105
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13G
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Page
2
of 11 Pages
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
BOF Holdings IV, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
841,176 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
841,176 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,176 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.3% (2)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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(1)
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Shares directly held by BOF Holdings IV, LLC.
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(2)
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Based on 11,551,468 shares of common stock, par value $0.01 per share (the Common Stock) of SilverBow Resources, Inc. (the Company) outstanding as of November 1, 2017, as disclosed in the
Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
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CUSIP No. 87073T 105
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13G
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Page
3
of 11 Pages
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
H.I.G. Bayside Loan Opportunity Fund IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
841,176 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
841,176 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,176 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.3% (2)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
PN
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(1)
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Shares directly held by BOF Holdings IV, LLC. H.I.G. Bayside Loan Opportunity Fund IV, L.P., is the sole member of BOF Holdings IV, LLC and shares voting and dispositive power over the shares held by BOF Holdings IV,
LLC; however, H.I.G. Bayside Loan Opportunity Fund IV, L.P. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
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(2)
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Based on 11,551,468 shares of Common Stock of the Company outstanding as of November 1, 2017, as disclosed in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
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CUSIP No. 87073T 105
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13G
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Page
4
of 11 Pages
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
H.I.G. Bayside Loan Advisors IV, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
841,176 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
841,176 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,176 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.3% (2)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
OO
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(1)
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Shares directly held by BOF Holdings IV, LLC. H.I.G. Bayside Loan Advisors IV, LLC is the general partner of H.I.G. Bayside Loan Opportunity Fund IV, L.P., which is the sole member of BOF Holdings IV, LLC. H.I.G.
Bayside Loan Advisors IV, LLC shares voting and dispositive power over the shares held by BOF Holdings IV, LLC; however, H.I.G. Bayside Loan Advisors IV, LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary
interest therein.
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(2)
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Based on 11,551,468 shares of Common Stock of the Company outstanding as of November 1, 2017, as disclosed in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
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CUSIP No. 87073T 105
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13G
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Page
5
of 11 Pages
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
H.I.G.-GPII, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
841,176 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
841,176 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,176 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.3% (2)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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(1)
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Shares directly held by BOF Holdings IV, LLC. H.I.G.-GPII, Inc. is the manager of H.I.G. Bayside Loan Advisors IV, LLC, which is the general partner of H.I.G. Bayside Loan Opportunity Fund IV, L.P., which is the sole
member of BOF Holdings IV, LLC. H.I.G.-GPII, Inc. shares voting and dispositive power over the shares held by BOF Holdings IV, LLC; however, H.I.G.-GPII, Inc. disclaims beneficial ownership of such securities except to the extent of its pecuniary
interest therein.
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(2)
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Based on 11,551,468 shares of Common Stock of the Company outstanding as of November 1, 2017, as disclosed in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
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CUSIP No. 87073T 105
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13G
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Page
6
of 11 Pages
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Sami W. Mnaymneh
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
841,176 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
841,176 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,176 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.3% (2)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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(1)
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Shares directly held by BOF Holdings IV, LLC. Sami W. Mnaymneh and Anthony A. Tamer are the co-presidents, directors and shareholders of H.I.G.-GPII, Inc., which is the manager of H.I.G. Bayside Loan Advisors IV, LLC,
which is the general partner of H.I.G. Bayside Loan Opportunity Fund IV, L.P., which is the sole member of BOF Holdings IV, LLC. Mr. Mnaymneh shares voting and dispositive power over the shares held by BOF Holdings IV, LLC; however, he
disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
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(2)
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Based on 11,551,468 shares of Common Stock of the Company outstanding as of November 1, 2017, as disclosed in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
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CUSIP No. 87073T 105
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13G
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Page
7
of 11 Pages
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1
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NAMES OF
REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
Anthony A. Tamer
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (See Instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
841,176 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
841,176 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
841,176 (1)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
7.3% (2)
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12
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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(1)
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Shares directly held by BOF Holdings IV, LLC. Sami W. Mnaymneh and Anthony A. Tamer are the co-presidents, directors and shareholders of H.I.G.-GPII, Inc., which is the manager of H.I.G. Bayside Loan Advisors IV, LLC,
which is the general partner of H.I.G. Bayside Loan Opportunity Fund IV, L.P., which is the sole member of BOF Holdings IV, LLC. Mr. Tamer shares voting and dispositive power over the shares held by BOF Holdings IV, LLC; however, he disclaims
beneficial ownership of such securities except to the extent of his pecuniary interest therein.
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(2)
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Based on 11,551,468 shares of Common Stock of the Company outstanding as of November 1, 2017, as disclosed in the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
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CUSIP No. 87073T 105
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13G
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Page
8
of 11 Pages
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Item 1(a)
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Name of Issuer
:
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SilverBow Resources, Inc.
Item 1(b)
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Address of Issuers Principal Executive Offices
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575 North Dairy Ashford,
Suite 1200
Houston, TX 77079
Item 2(a)
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Name of Person Filing
:
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This Schedule 13G is being jointly filed by each of the
following persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act: BOF Holdings IV, LLC, H.I.G. Bayside Loan Opportunity Fund IV, L.P., H.I.G. Bayside Loan Advisors IV, LLC,
H.I.G.-GPII, Inc., Sami W. Mnaymneh and Anthony A. Tamer (collectively, the Reporting Persons).
The Reporting Persons have
entered into a Joint Filing Agreement, dated February 6, 2018, a copy of which is attached as
Exhibit A
to this Statement, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in
accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Item 2(b)
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Address of Principal Business Office or, if none, Residence
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1450 Brickell
Avenue, 31st Floor
Miami, FL 33131
BOF Holdings IV, LLC is a Delaware limited liability company.
H.I.G. Bayside Loan Opportunity Fund IV, L.P. is a Delaware limited partnership.
H.I.G. Bayside Loan Advisors IV, LLC is a Delaware limited liability company.
H.I.G.-GPII, Inc. is a Delaware corporation.
Sami W. Mnaymneh is a United States citizen.
Anthony A. Tamer is a United States citizen.
Item 2(d)
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Title of Class of Securities
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Common Stock, par value $0.01 per share (the
Common Stock).
87073T 105
Item 3
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a
:
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(a) ☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b) ☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c) ☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d) ☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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CUSIP No. 87073T 105
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13G
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Page
9
of 11 Pages
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(e) ☒
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f) ☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g) ☐
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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(h) ☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i) ☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j) ☐
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Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k) ☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) through (c): The information requested herein is
incorporated by reference to the cover pages to this Schedule 13G.
Item 5
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Ownership of Five Percent or Less of a Class
:
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Not Applicable.
Item 6
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Ownership of More Than Five Percent on Behalf of Another Person
:
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Not
Applicable.
Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
:
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Not Applicable.
Item 8
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Identification and Classification of Members of the Group
:
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Not Applicable.
Item 9
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Notice of Dissolution of Group
:
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Not Applicable.
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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CUSIP No. 87073T 105
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13G
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Page
10
of 11 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 7, 2018
BOF
Holdings IV, LLC
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By:
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/s/ Richard Siegel
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Authorized Signatory
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H.I.G. Bayside Loan Opportunity Fund IV, L.P.
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By:
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/s/ Richard Siegel
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Authorized Signatory
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H.I.G. Bayside Loan Advisors IV, LLC
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By:
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/s/ Richard Siegel
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Authorized Signatory
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H.I.G.-GPII, Inc.
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By:
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/s/ Richard Siegel
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Authorized Signatory
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/s/ Sami Mnaymneh
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Sami W. Mnaymneh
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/s/ Anthony Tamer
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Anthony A. Tamer
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CUSIP No. 87073T 105
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13G
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Page
11
of 11 Pages
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Exhibit A
JOINT FILING AGREEMENT
The undersigned
hereby agree, as of this 7th day of February 2018, that the statement on Schedule 13G to which this Agreement is annexed as Exhibit A, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of
Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
BOF Holdings IV, LLC
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By:
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/s/ Richard Siegel
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Authorized Signatory
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H.I.G. Bayside Loan Opportunity Fund IV, L.P.
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By:
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/s/ Richard Siegel
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Authorized Signatory
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H.I.G. Bayside Loan Advisors IV, LLC
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By:
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/s/ Richard Siegel
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Authorized Signatory
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H.I.G.-GPII, Inc.
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By:
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/s/ Richard Siegel
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Authorized Signatory
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/s/ Sami Mnaymneh
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Sami W. Mnaymneh
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/s/ Anthony Tamer
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Anthony A. Tamer
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