Proxy Statement - Merger or Acquisition (definitive) (defm14a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under Rule 14a-12


SilverBow Resources, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check all boxes that apply):
o			No fee required.
þ			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

May 9, 2022

Dear SilverBow Resources, Inc. Shareholder:

You are invited to attend the Special Meeting of the shareholders of SilverBow Resources, Inc. (“SilverBow”) to be held virtually on Tuesday, June 21, 2022 at 11:00 a.m. (Central Time) (the “Special Meeting”). At the Special Meeting, our shareholders will be asked to approve the issuance of shares of common stock, par value $0.01 per share, of SilverBow (the “Common Stock”), upon the consummation of the transactions contemplated by the Purchase and Sale Agreement, dated as of April 13, 2022 (the “Agreement”), by and among Sundance Energy, Inc., a Colorado corporation (“Sundance”), Armadillo E&P, Inc., a Delaware corporation (“Armadillo”), SEA Eagle Ford, LLC, a Texas limited liability company (“SEA” and together with Sundance and Armadillo, collectively, “Sellers” and each a “Seller”), and SilverBow Resources Operating, LLC (“Buyer”) and SilverBow (together with Buyer, the “Buyer Parties”), pursuant to which Buyer will acquire, directly or indirectly, all of Sellers’ right, title and interest in certain oil and gas properties and related assets located in Atascosa, La Salle, Live Oak and McMullen Counties, Texas (the “Transaction”). Buyer, SilverBow and Sellers may be referred to collectively as the “Parties” or individually as a “Party.” We refer to the proposal to approve the issuance of the shares of Common Stock in the Transaction, in accordance with the requirements of the applicable listing rules of the New York Stock Exchange, as the “Share Issuance Proposal.”

After careful consideration, the board of directors of SilverBow (the “SilverBow Board”) has unanimously determined that the Agreement and the transactions contemplated thereby, including the Transaction and the issuance of the shares of Common Stock in the Transaction, are advisable and in the best interests of SilverBow and its shareholders. The SilverBow Board unanimously recommends that SilverBow shareholders vote “FOR” the Share Issuance Proposal at the Special Meeting.

Based on the 30-day volume weighted average price of the Common Stock as of April 8, 2022, the total consideration for the Transaction under the Agreement is approximately $354,000,000, comprising (i) $225,000,000 in cash, subject to customary adjustments (the “Cash Consideration”), and (ii) 4,148,472 shares of Common Stock. Based upon the closing price of Common Stock of $34.83 on May 5, 2022, the total value of the consideration payable in the Transaction is approximately $369,000,000. Sellers may also receive up to $15,000,000 in contingent cash consideration based on crude price levels in 2022 and 2023. Subject to obtaining SilverBow shareholder approval of the Share Issuance Proposal, and satisfying certain other closing conditions, it is anticipated that the Transaction will be completed in June or July of 2022. This proxy statement provides you with detailed information about Sellers, Buyer Parties, the Transaction and the Agreement. Please give all of the information in this proxy statement your careful attention. Please pay particular attention to the section entitled “Risk Factors” beginning on page 14 for a discussion of the risks related to the Transaction and SilverBow following completion of the Transaction.

The Special Meeting will be conducted entirely on a virtual platform as further described in this proxy statement. Your vote is important to us, and whether or not you can virtually attend our Special Meeting, we urge you to review the accompanying materials, vote and submit your proxy as promptly as possible to ensure the presence of a quorum for the Special Meeting.

On behalf of the SilverBow Board, thank you for your support and trust as a shareholder of SilverBow.


			Sincerely,
			/s/ Sean C. Woolverton
			Chief Executive Officer and Director

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held Tuesday, June 21, 2022

A Special Meeting of shareholders of SILVERBOW RESOURCES, INC. (“SilverBow”) will be held virtually on Tuesday, June 21, 2022 at 11:00 a.m. (Central Time) (the “Special Meeting”). The Special Meeting will be virtual via a live webcast at www.virtualshareholdermeeting.com/SBOW2022SM; there will be no physical meeting location. Even though our meeting is being held virtually, shareholders will still have the ability to listen to, participate in, vote their shares and submit questions electronically during the Special Meeting. The Special Meeting will be held to approve the issuance of shares of common stock, par value $0.01 per share, of SilverBow (the “Common Stock”), upon the consummation of the transactions contemplated by the Purchase and Sale Agreement, dated as of April 13, 2022 (the “Agreement”), by and among Sundance Energy, Inc. (“Sundance”), Armadillo E&P, Inc. (“Armadillo”) and SEA Eagle Ford, LLC (“SEA” and together with Sundance and Armadillo, collectively, “Sellers” and each a “Seller”), and SilverBow Resources Operating, LLC (“Buyer”) and SilverBow (together with Buyer, the “Buyer Parties”), pursuant to which Buyer will acquire, directly or indirectly, all of Sellers’ right, title and interest in certain oil and gas properties and related assets located in Atascosa, La Salle, Live Oak and McMullen Counties, Texas (the “Transaction”). We refer to the proposal to approve the issuance of the shares of Common Stock in the Transaction, in accordance with the requirements of the applicable listing rules of the New York Stock Exchange, as the “Share Issuance Proposal.” The board of directors of SilverBow (the “SilverBow Board”), by unanimous vote, recommends that you vote “FOR” the Share Issuance Proposal.

A record of shareholders has been taken as of the close of business on May 2, 2022, and only shareholders of record at that time will be entitled to vote on the proposal up for approval at the Special Meeting, or any adjournment or postponement thereof. A complete list of shareholders will be available commencing June 10, 2022, and may be inspected during normal business hours by contacting our Investor Relations Department at 920 Memorial City Way, Suite 850, Houston, Texas 77024; by telephone at (281) 874-2700 or (888) 991-SBOW; or by email to info@sbow.com. This list will also be available online through the virtual Special Meeting platform during the meeting.


			By Order of the Board of Directors,
			/s/ Christopher M. Abundis
			Executive Vice President, Chief Financial Officer, General Counsel and Secretary
May 9, 2022

Your Vote Is Important!

Whether or not you plan to virtually attend the Special Meeting, we urge you to vote and submit your proxy as promptly as possible to ensure the presence of a quorum for the Special Meeting. For additional instructions on voting your shares, please refer to the proxy materials.

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held On Tuesday, June 21, 2022

Your proxy card or voting instruction form will contain instructions on how to view our proxy materials for the Special Meeting on the internet. This proxy statement and SilverBow’s annual report to shareholders on Form 10-K are available at www.sbow.com.

TABLE OF CONTENTS


			Page
PROXY STATEMENT			1
SUMMARY			7
RISK FACTORS			15
FORWARD-LOOKING STATEMENTS			19
THE SILVERBOW SPECIAL MEETING			21
THE TRANSACTION			24
THE AGREEMENT			43
THE REGISTRATION RIGHTS AGREEMENT			50
DESCRIPTION OF SILVERBOW CAPITAL STOCK			51
PRINCIPAL SHAREHOLDERS OF SILVERBOW AFTER THE TRANSACTION			56
MARKET PRICE AND DIVIDEND INFORMATION			56
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			57
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF SILVERBOW			70
ADDITIONAL INFORMATION			72
SHAREHOLDER PROPOSALS			73
INCORPORATION BY REFERENCE			74
ANNEX A - PURCHASE AND SALE AGREEMENT			A-1
ANNEX B - FINANCIAL STATEMENTS OF SUNDANCE ENERGY INC. AND ITS CONSOLIDATED SUBSIDIARIES, DESCRIPTION OF BUSINESS OF SUNDANCE ENERGY INC. AND ITS CONSOLIDATED SUBSIDIARIES (UNAUDITED) AND MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)			B-1
ANNEX C - FAIRNESS OPINION OF BARCLAYS CAPITAL INC.			C-1
ANNEX D - VOTING AGREEMENT			D-1
ANNEX E - FORM OF REGISTRATION RIGHTS AGREEMENT			E-1

SILVERBOW RESOURCES, INC.

920 Memorial City Way, Suite 850

Houston, Texas 77024

(281) 874-2700

PROXY STATEMENT

for the

2022 SPECIAL MEETING OF SHAREHOLDERS

Solicitation

These proxy materials are being made available to the shareholders of SilverBow Resources, Inc. (“SilverBow,” “we” or “us”) beginning on or about May 9, 2022. The Board of Directors (the “SilverBow Board”) of SilverBow is soliciting your proxy to vote your shares of common stock, par value $0.01 per share, of SilverBow (the “Common Stock”) for the proposal up for approval at the virtual Special Meeting of shareholders (the “Special Meeting”). The Special Meeting will be held virtually at www.virtualshareholdermeeting.com/SBOW2022SM, on Tuesday, June 21, 2022 at 11:00 a.m. (Central Time). Holders of shares on May 2, 2022, the record date, are entitled to Notice (as defined below) and to vote at the Special Meeting or any adjournment thereof.

The SilverBow Board is soliciting proxies to give all shareholders the opportunity to vote on the matters that will be presented for approval at the Special Meeting. This proxy statement provides you with the information on these matters to assist you in voting your shares.

Attending the Special Meeting

To attend the Special Meeting, vote your shares and submit questions during the Special Meeting, visit www.virtualshareholdermeeting.com/SBOW2022SM and enter the control number included in your Notice of Internet Availability of Proxy Materials (“Notice”), voting instruction form or proxy card, or as otherwise provided to you by your broker, trustee or other nominee, as described below. Online access to the webcast will open approximately 15 minutes prior to the start of the Special Meeting.

If you are a registered holder, to attend the virtual meeting, vote your shares and submit questions during the meeting, you will need to have the 16-digit control number included in the Notice or the proxy card which you received. If you are a beneficial owner (shares held in street name) and your voting instruction form or Notice indicates that you may vote those shares through http://www.proxyvote.com website, then you may attend the virtual meeting, vote your shares and submit questions during the meeting using the 16-digit control number included on that instruction form or Notice. Otherwise, beneficial owners should contact their broker, trustee or other nominee (preferably at least five days before the Special Meeting) and obtain a “legal proxy” in order to be able to attend the virtual meeting, vote their shares and submit questions during the meeting.

We will endeavor to answer as many questions submitted by shareholders as time permits. We reserve the right to exclude or edit questions regarding topics that are unrelated or irrelevant to SilverBow’s business, related to nonpublic information of SilverBow, in furtherance of a shareholder’s personal interests or grievances, disrespectful or derogatory, or not a matter of interest to shareholders generally. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

Transaction and Voting Information

The following section provides answers to frequently asked questions about the Transaction and the Special Meeting. This section, however, only provides summary information. SilverBow urges you to carefully read the remainder of this proxy statement, including the annexes to this proxy statement, because the information in this section does not provide all of the information that might be important to you regarding the Transaction and the other matters being considered at the Special Meeting.

What is the Transaction?

Under the terms and subject to the conditions set forth in the Agreement, at closing, Buyer will acquire all of Sellers’ right, title and interest (the “Conveyed Interests”) in certain oil and gas properties and related assets


Proxy Statement			SilverBow Resources, Inc. \| 1

located in Atascosa, La Salle, Live Oak and McMullen Counties, Texas and contracts as specified in the Agreement in exchange for total consideration (based on the 30-day volume weighted average price of the Common Stock as of April 8, 2022) of approximately $354,000,000, comprising (a) $225,000,000 in cash, subject to customary adjustments, and (b) 4,148,472 shares of Common Stock. Sellers may also receive up to $15,000,000 in contingent cash consideration based on crude price levels in 2022 and 2023.

What are the assets acquired in connection with the Transaction?

Buyer is acquiring 39,000 net acres in Atascosa, La Salle, McMullen and Live Oak counties, Texas with January 2022 net production of 11,100 Boe/d (84% liquids, 65% oil) from 239 gross wells.

Did SilverBow obtain new financing in connection with the Transaction or otherwise modify the terms of its existing sources of financing?

SilverBow plans to finance the Cash Consideration with borrowings under its revolving credit facility and cash on hand. As of the day of the Agreement, SilverBow’s borrowing base under its Credit Agreement was $525 million. Although unnecessary to fund the Transaction, SilverBow expects an increase in its Borrowing Base upon closing of the Transaction due to the increase in size of its oil and gas reserves.

What am I being asked to vote on?

The listing requirements of the New York Stock Exchange (the “NYSE”) require shareholder approval of certain issuances of our Common Stock equal to 20% or more of the then-outstanding voting power or then-outstanding number of shares of Common Stock. Because the shares of Common Stock being issued in the Transaction account for 24.6% of the outstanding number of shares of Common Stock as of April 13, 2022, we are asking for your vote in this matter and approval of the Share Issuance Proposal.

What is the SilverBow Board’s recommendation on how I should vote my shares?

The SilverBow Board recommends that you vote your shares “FOR” the Share Issuance Proposal.

What is required to consummate the Transaction?

For SilverBow to consummate the Transaction, SilverBow shareholders must approve the Share Issuance Proposal. The affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present, is required for the approval of the proposal. For more information, please see the sections entitled “The Special Meeting – Record Date, Quorum, Voting Requirements and Outstanding Shares.”

In addition to the requirement of obtaining such shareholder approval, each of the other closing conditions set forth in the Agreement must be satisfied or waived. For a more complete description of the closing conditions under the Agreement, please see the section entitled “The Agreement – Conditions Precedent to the Transaction.”

When does SilverBow expect to complete the Transaction?

Sellers and Buyer Parties are working to complete the Transaction as soon as reasonably possible. Sellers and Buyer Parties must first obtain the necessary approvals, including the approval of SilverBow’s shareholders of the Share Issuance Proposal, and satisfy the other closing conditions described in the Agreement. There can be no assurance as to whether all the conditions to the Transaction will be met, nor any prediction of the exact timing of the completion of the Transaction. It is possible Sellers and Buyer Parties will not complete the Transaction. SilverBow currently expects to complete the Transaction in June or July of 2022.

What are the material U.S. federal income tax consequences of the Transaction to me?

SilverBow shareholders will not exchange or surrender their shares of Common Stock in the Transaction or receive any separate consideration in the Transaction. Accordingly, SilverBow shareholders (excluding any of Sellers who also own Common Stock) will not recognize gain or loss as a result of the Transaction.

What risks should I consider in deciding whether to vote in favor of the proposal?

You should carefully review the section of this proxy statement entitled “Risk Factors,” which sets forth certain risks and uncertainties related to the Transaction and risks and uncertainties to which SilverBow’s business will be subject after the Transaction if it is completed.


2 \| SilverBow Resources, Inc.			Proxy Statement

You may also obtain additional information about Sellers in documents SilverBow files with the U.S. Securities and Exchange Commission (“SEC”). See the section entitled “Additional Information.”

What is a proxy?

A proxy is your legal designation of another person or persons (the “proxy” or “proxies”) to vote on your behalf. By voting your shares as instructed in the materials you received, you are giving the designated proxies appointed by the SilverBow Board the authority to vote your shares in the manner you indicate on the accompanying proxy card.

We encourage you to read this proxy statement carefully, as it contains important information about the Share Issuance Proposal and the Special Meeting. Your vote is important. You do not need to attend the Special Meeting in person to vote. We encourage you to vote as soon as possible.

Who are the proxies appointed by the SilverBow Board of Directors for the Special Meeting?

The following officers of SilverBow have been appointed to act as proxies for SilverBow with respect to shares of our issued and outstanding Common Stock at the Special Meeting:


Sean C. Woolverton			Chief Executive Officer
Christopher M. Abundis			Executive Vice President, Chief Financial Officer, General Counsel and Secretary
Steven W. Adam			Executive Vice President and Chief Operating Officer

Who is qualified to vote?

You are qualified to receive Notice and to vote for the proposal up for approval at our Special Meeting if you own shares of Common Stock as of the close of business on our record date of May 2, 2022.

How many shares of Common Stock are entitled to vote for the proposal up for approval at the Special Meeting?

As of May 2, 2022, our record date, there were 16,850,478 shares of Common Stock issued, outstanding and entitled to vote for the proposal up for approval at the Special Meeting. Each share of Common Stock is entitled to one vote on each matter presented.

How can I participate in the virtual Special Meeting?

The Special Meeting will be conducted completely virtually via a live webcast at www.virtualshareholdermeeting.com/SBOW2022SM; there will be no physical meeting location. The virtual Special Meeting is expected to begin promptly at 11:00 a.m. (Central Time). Even though our meeting is being held virtually, shareholders will still have the ability to listen to, participate in, vote their shares and submit questions electronically during our virtual Special Meeting through the electronic platform. A “general questions” support line will be available the day of the meeting at www.virtualshareholdermeeting.com/SBOW2022SM, along with the Rules of Conduct for the meeting to ensure the meeting is informative and orderly.

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

Many of our shareholders hold their shares through a broker, trustee or other nominee rather than having the shares of Common Stock registered directly in their own name. There are some distinctions between shares held of record and those owned beneficially that are summarized below.

Shareholder of Record - If your shares are registered directly in your name with our transfer agent, you are the shareholder of record of the shares of Common Stock. As the shareholder of record, you have the right to grant a proxy to vote your shares to SilverBow or another person, or to vote your shares online during the virtual Special Meeting.

Beneficial Owner - If your shares are held through a broker, trustee or other nominee, it is likely that they are registered in the name of the nominee and you are the beneficial owner of shares held in “street name.” As the beneficial owner of shares held for your account, you have the right to direct the registered holder to vote your shares as you instruct. Your broker, trustee or other nominee has provided a voting instruction card for you to use in directing how your shares are to be voted. As a beneficial owner, you also have the right to vote your shares


Proxy Statement			SilverBow Resources, Inc. \| 3

online during the virtual Special Meeting. If you have any questions about your control number or how to obtain one, please contact the broker, trustee or other nominee that holds your shares.

How do I vote for the proposal up for approval at the Special Meeting?

Prior to the virtual Special Meeting, if you are a shareholder of record, you may vote using any of the following methods:

Via the Internet - You may vote by proxy via the internet by following the instructions provided in the Notice or proxy card accompanying the proxy materials you received. To vote via the internet prior to the virtual Special Meeting, please visit www.proxyvote.com and have your proxy card in hand, including the 16-digit control number, when you log onto the website.

By Telephone - Shareholders who have received printed copies of the proxy materials may vote by proxy by calling the number found on the proxy card accompanying the proxy materials you received. Please have the proxy card in hand when you call.

By Mail - Shareholders who have received printed copies of the proxy materials may vote by proxy by completing the proxy card accompanying the proxy materials you received by mail and returning it in the envelope provided.

If you are a beneficial owner whose shares are held in “street name,” you should refer to the instructions provided by the broker, trustee or other nominee that holds your shares.

During the virtual Special Meeting, you may vote using the following method:

Via the Internet - You may vote by proxy via the internet at the virtual Special Meeting by following the instructions provided in your Notice, voting instruction form or proxy card. To vote via the internet during the virtual Special Meeting, please visit the Special Meeting webcast at www.virtualshareholdermeeting.com/SBOW2022SM on Tuesday, June 21, 2022 at 11:00 a.m. (Central Time) and enter in the control number included in your Notice, voting instruction form or proxy card, or otherwise provided to you by your broker, trustee or other nominee, as described above, when you log onto the website.

What are other considerations in voting my shares?

In order to ensure that all votes are received, SilverBow recommends that you vote your shares in advance of the Special Meeting. This way your vote will be counted whether or not you later decide to electronically attend the meeting.

What is householding?

We follow an SEC-approved procedure known as “householding.” Under this procedure, only one copy of the proxy statement is being delivered to shareholders residing at the same address, unless the shareholders have notified SilverBow of their desire to receive multiple copies. This allows us to reduce the environmental impact of printing and providing proxy materials and associated printing and mailing costs.

If you received a householded mailing and would like additional copies of the proxy statement mailed to you, please contact Broadridge Financial Solutions, Inc. (“Broadridge”) by telephone at 1-800-579-1639, or by email at sendmaterial@proxyvote.com and include your control number in the subject line. Broadridge will promptly deliver any additional copies requested. If you would like to enroll in or withdraw from householding, please contact SilverBow’s transfer agent, American Stock Transfer & Trust Company (if you hold your shares “of record”) at 6201 15th Avenue, Brooklyn, New York 11219, help@astfinancial.com or 1-800-937-5449, or the broker, trustee or other nominee through which you hold your shares.

Householding is limited to accounts within the same bank or brokerage firm. Therefore, if you have accounts containing Common Stock at more than one brokerage firm, you may receive a copy of the proxy statement from each firm.


4 \| SilverBow Resources, Inc.			Proxy Statement

How will my shares be voted if I do not specify how they should be voted?

If you vote by proxy, the individuals named on the proxy card (your “proxies”) will vote your shares in the manner you indicate. If you sign and return the proxy card without indicating your instructions, your shares will be voted “FOR” the proposal.

What is a quorum?

The holders of a majority of the voting power of the outstanding shares of Common Stock of SilverBow entitled to vote for the Share Issuance Proposal, either virtually represented by attendance at the meeting or represented by proxy, shall constitute a quorum for the Special Meeting. Abstentions are deemed as “present” during the Special Meeting and are counted for quorum purposes.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before the final vote during the virtual Special Meeting. If you submit a vote and wish to change it prior to the Special Meeting, you may vote again via the internet or by telephone before the date and time that internet and telephone voting is no longer available, as set forth on your Notice, voting instruction form or proxy card. Only your latest internet or telephone proxy submitted prior to the Special Meeting will be counted. You may also change your vote by signing and returning a new proxy card or voting instruction form with a new date. You may also change your vote by attending the virtual Special Meeting and voting online during the meeting. If you are a beneficial owner, you should refer to any instructions provided by the broker, trustee or other nominee who holds your shares on how to revoke your proxy or change your vote.

What vote is required to approve the proposal? How are abstentions and broker non-votes treated?

Approval of the Share Issuance Proposal will require the affirmative vote of the holders of a majority of the shares of Common Stock present virtually or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present.

Brokers who hold shares in “street name” for customers are required to vote those shares as the customers instruct. Under applicable rules, brokers are permitted to vote on “routine” matters even if they have not received voting instructions from their customers, but they are not permitted to vote on “non-routine” matters absent specific voting instructions from their customers. A “broker non-vote” occurs when a broker holds shares for a customer, which are present at the meeting, but lacks discretionary voting power with respect to a particular proposal because the customer has not given the broker instructions regarding how to vote those shares. The Share Issuance Proposal is considered a “non-routine” matter and consequently, brokers may not vote uninstructed shares on these proposals. Broker non-votes will not be considered present for quorum purposes and will not be entitled to vote on the Share Issuance Proposal. Abstentions shall be treated as present for purposes of determining the presence or absence of a quorum and will have the same effect as a vote against the matter.

Who pays the cost of this proxy solicitation?

The cost of preparing, printing and mailing the proxy materials and soliciting proxies is paid for by SilverBow. SilverBow will also request brokerage firms, banks, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of Common Stock as of the record date and will reimburse these entities for the costs of forwarding the proxy materials in accordance with customary practice. Your cooperation in promptly voting your shares will help to avoid additional expense.

Will Sellers be able to trade the shares of Common Stock that they receive in the Transaction?

The shares of Common Stock that Sellers receive in the Transaction will be “restricted securities” under state and federal securities laws and may not be sold, transferred, offered for sale, pledged, hypothecated, or otherwise disposed of without registration under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable foreign and state securities laws, except under an exemption from such registration under the Securities Act and such laws. Pursuant to the terms of the Agreement, at the closing of the Transaction, SilverBow and Sellers or their designees will enter into a registration rights agreement (the “Registration Rights Agreement”) relating to the shares of Common Stock being issued in the Transaction. The Registration Rights Agreement provides that, within five business days after the closing date of the Transaction, SilverBow will prepare and file a


Proxy Statement			SilverBow Resources, Inc. \| 5

registration statement to permit the public resale of the shares of Common Stock being issued in the Transaction. SilverBow has agreed to use commercially reasonable efforts to cause the registration statement to be continuously effective from and after the date it is first declared or becomes effective until all of the shares of Common Stock covered by the registration statement have been sold; provided that SilverBow’s obligations under the Registration Rights Agreement will terminate after two years if the shares of Common Stock covered by the registration statement can be sold without volume limitations or other restrictions under an exemption from registration. See “The Registration Rights Agreement.”

Is this proxy statement the only way the proxies are being solicited?

In addition to this solicitation by the SilverBow Board, employees of SilverBow may solicit proxies in person or by mail, delivery service or telephone without additional compensation. SilverBow has retained Alliance Advisors, LLC (“Alliance Advisors”) to act as a proxy solicitor in conjunction with the Special Meeting and to perform proxy watch services which includes monitoring and reporting on voting for the Special Meeting. SilverBow has agreed to pay this firm between $7,500 to $9,500, plus reasonable out-of-pocket expenses, for such proxy solicitation and watch services.


6 \| SilverBow Resources, Inc.			Proxy Statement

SUMMARY

This summary highlights selected information from this proxy statement and may not contain all of the information that is important to you. To understand the Agreement and the Share Issuance Proposal more fully, you should carefully read this entire proxy statement, including its annexes. The Agreement is attached as Annex A to this proxy statement. We encourage you to read the Agreement completely, as it, and not this summary, is the legal document that governs the Transaction. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under Additional Information beginning on page 72.

The Companies and Other Parties to the Agreement

SilverBow Resources, Inc.

SilverBow is an independent oil and gas company headquartered in Houston, Texas. SilverBow, originally founded in 1979 through its operating subsidiary, was organized as a Delaware corporation in 2016. SilverBow’s strategy is focused on acquiring and developing assets in the Eagle Ford Shale and Austin Chalk located in South Texas where SilverBow has assembled approximately 132,000 net acres across six operating areas. SilverBow’s acreage position in each of its operating areas is highly contiguous and designed for optimal and efficient horizontal well development.

The mailing address of SilverBow’s principal executive offices is 920 Memorial City Way, Suite 850, Houston, Texas 77024, and the telephone number of SilverBow’s principal executive offices is (281) 874-2700.

Sundance Energy, Inc.

Sundance Energy, Inc. (“Sundance”), a Colorado corporation, is a privately-held, onshore independent oil and natural gas company focused on the development, production and exploration of large, repeatable resource plays in North America. Its operations consist primarily of drilling and production from unconventional horizontal wells targeting the Eagle Ford formation in South Texas. For more information about Sundance’s business and operations and certain historical financial statements, please read Annex B to this proxy statement.

Armadillo E&P, Inc.

Armadillo E&P, Inc. (“Armadillo”) is an affiliate of Sundance.

SEA Eagle Ford, LLC

SEA Eagle Ford, LLC (“SEA”) is an affiliate of Sundance.

Summary of the Transaction

Under the terms and subject to the conditions set forth in the Agreement, at closing, SilverBow will acquire all of Sellers’ right, title and interest in certain oil and gas properties and related assets and contracts located in Atascosa, La Salle, Live Oak and McMullen Counties, Texas. Based on the 30-day volume weighted average price of the Common Stock as of April 8, 2022, the total consideration for the Transaction under the Agreement is approximately $354,000,000, comprising (i) $225,000,000 in cash, subject to customary adjustments, and (ii) 4,148,472 shares of Common Stock. Sellers may also receive up to $15,000,000 in contingent cash consideration based on crude price levels in 2022 and 2023. Upon closing of the Transaction, current SilverBow shareholders (after giving effect to the issuance of 1,300,000 shares of Common Stock expected to be issued pursuant to the Purchase and Sale Agreement between SilverBow and SandPoint Operating, LLC, dated as of April 13, 2022) will own approximately 81.4% of the outstanding shares of Common Stock and Sellers will own approximately 18.6% of the outstanding shares of Common Stock.

A copy of the Agreement is attached as Annex A to this proxy statement and is incorporated by reference herein. You are encouraged to read the Agreement in its entirety because it is the legal document that governs the Transaction. For a more complete discussion of the Transaction, see the sections entitled “The Transaction” and “The Agreement.”

The Special Meeting

The Special Meeting will be held will be held on Tuesday, June 21, 2022 at 11:00 a.m. (Central Time) virtually via a live webcast at www.virtualshareholdermeeting.com/SBOW2022SM; there will be no physical


Proxy Statement			SilverBow Resources, Inc. \| 7

meeting location. Even though our meeting is being held virtually, shareholders will still have the ability to listen to, participate in, vote their shares and submit questions electronically during the Special Meeting. At the Special Meeting, and any adjournments or postponements thereof, SilverBow shareholders will be asked to consider and vote on the Share Issuance Proposal.

The SilverBow Board has fixed the close of business on May 2, 2022 as the record date for determination of SilverBow shareholders entitled to Notice and to vote at the Special Meeting and any adjournment or postponement thereof. The affirmative vote of the holders of a majority of the shares of Common Stock present virtually or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present, is required for the approval of the Share Issuance Proposal. As of the close of business on the record date for the Special Meeting, there were 16,850,478 shares of Common Stock outstanding.

As of the close of business on the record date for the Special Meeting, directors and executive officers of SilverBow and their affiliates were entitled to vote 676,250 shares of Common Stock, or approximately 4% of the shares of Common Stock outstanding, excluding the shares of Common Stock covered by the Voting Agreement described below. SilverBow currently expects that SilverBow’s directors and executive officers will vote their shares in favor of the Share Issuance Proposal, although none of them individually has entered into any agreement obligating them to do so.

Agreement with SilverBow Shareholder

Concurrently with the execution of the Agreement, SilverBow entered into a voting agreement (the “Voting Agreement”) with SVMF 71 LLC (“SVMF 71”), an entity indirectly managed by Strategic Value Partners, LLC (“SVP”), pursuant to which SVMF 71 has agreed, among other matters and upon the terms and subject to the conditions set forth in the Voting Agreement, to vote all of its shares of Common Stock in favor of the Share Issuance Proposal and the other actions contemplated by the Agreement. As of April 14, 2022, SVMF 71 held 4,476,462 shares of Common Stock in the aggregate, or approximately 26.6% of the voting power of SilverBow. The Voting Agreement is attached to this proxy statement as Annex D.

Recommendation of the SilverBow Board

After careful consideration, the SilverBow Board has unanimously determined that the Agreement and the transactions contemplated thereby, including the Transaction and the issuance of the shares of Common Stock in the Transaction, are advisable and in the best interests of SilverBow and its shareholders. The SilverBow Board unanimously recommends that SilverBow shareholders vote “FOR” the Share Issuance Proposal at the Special Meeting.

For a more complete discussion of the recommendation, see “The Transaction – Reasons for the Transaction.”

Opinion of SilverBow’s Financial Advisor

SilverBow engaged Barclays Capital Inc. (“Barclays”) to act as its financial advisor with respect to the Transaction, pursuant to an engagement letter dated December 7, 2021. On April 11, 2022, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the SilverBow Board that, as of such date, from a financial point of view, and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the consideration to be paid by Buyer in the Transaction is fair to SilverBow.

Barclays’ opinion, the issuance of which was approved by Barclays’ Valuation and Fairness Opinion Committee, is addressed to the SilverBow Board, addresses only the fairness, from a financial point of view, of the consideration to be paid by Buyer in the Transaction and does not constitute a recommendation to any shareholder of SilverBow as to how such shareholder should vote with respect to the Transaction or any other matter. The terms of the Transaction were determined through arm’s-length negotiations between Sundance and SilverBow and were unanimously approved by the SilverBow Board. Barclays did not recommend any specific form of consideration to SilverBow or that any specific form of consideration constituted the only appropriate consideration for the Transaction. Barclays was not requested to address, and its opinion does not in any manner


8 \| SilverBow Resources, Inc.			Proxy Statement

address, SilverBow’s underlying business decision to proceed with or effect the Transaction, the likelihood of the consummation of the Transaction, or the relative merits of the Transaction as compared to any other transaction in which SilverBow may engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature of any compensation to any officers, directors or employees of any parties to the Transaction, or any class of such persons, relative to the consideration to be offered to the shareholders of SilverBow in the Transaction. No limitations were imposed by the SilverBow Board upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion. For a more complete discussion of Barclays’ opinion, see the section entitled “The Transaction – Opinion of SilverBow’s Financial Advisor” and see the written opinion of Barclays attached as Annex C.

Material U.S. Federal Income Tax Considerations

Overview of the Agreement

Conditions to Completion of the Transaction

As more fully described in this proxy statement and in the Agreement, each Party’s obligation to consummate the Transaction depends on a number of conditions being satisfied (or, if permitted by applicable law, waived), including, among others:


			•						approval of the Share Issuance Proposal by SilverBow shareholders;
			•						the aggregate value of any title and environmental defects and the allocated value attributable to assets subject to unobtained preferential purchase rights and certain consents related to the assets being transferred being less than $48 million;
			•						material performance by the other party of all of the obligations, agreements and covenants of the Agreement to be performed at or prior to the closing of the Transaction; and
			•						the accuracy of representations and warranties made by the other Party in the Agreement (subject generally to a material adverse effect standard, with different standards applicable to certain representations and warranties).

For a more complete discussion of the conditions to completion of the Transaction, see the section entitled “The Agreement – Conditions Precedent to the Transaction.”

Termination of the Agreement

The Agreement may, by notice in writing given prior to the closing of the Transaction, be terminated on the earliest of any of the following, among other events:


			•						by mutual written consent of SilverBow, on the one hand, and Sellers, on the other hand;
			•						by either Sellers or Buyer Parties, if the Transaction is not consummated by September 2, 2022 or such later date as mutually agreed to by the Parties to the Agreement;
			•						by Buyer Parties, on the one hand, or Sellers, on the other hand, if the Share Issuance Proposal is not approved by SilverBow’s shareholders at the Special Meeting or at any adjournment or postponement thereof at which a vote on the Share Issuance Proposal is taken;
			•						by Sellers prior to the Special Meeting if the SilverBow Board has changed its recommendation to approve the Share Issuance Proposal; or
			•						by Buyer Parties, on the one hand, or Sellers, on the other hand, if certain conditions to closing have not been satisfied by the other Party following notice and a cure period.

Upon termination in certain circumstances, a party may be entitled to liquidated damages or specific performance. For a more complete discussion of the Agreement, see the section entitled “The Agreement.”

Overview of the Registration Rights Agreement

At the closing, SilverBow will enter into the Registration Rights Agreement with Sellers or their designees (referred to as the “Restricted Shareholders”) receiving Common Stock in the Transaction in order to have the shares of Common Stock being issued in the Transaction included in a Form S-3. For a more detailed discussion


Proxy Statement			SilverBow Resources, Inc. \| 9

of the Registration Rights Agreement, see the section entitled “The Registration Rights Agreement.” The Registration Rights Agreement is attached as Annex E to this proxy statement.

The Registration Rights Agreement provides that, within five business days after the closing date of the Transaction, SilverBow will prepare and file a shelf registration statement under the Securities Act covering the public offering of the shares of Common Stock issued in the Transaction and held by the Restricted Shareholders. SilverBow has agreed to use commercially reasonable efforts to cause the registration statement to be declared effective as soon as reasonably practicable after filing. SilverBow has agreed to cause the registration statement to be continuously effective from and after the date it is first declared or becomes effective until all of the shares of Common Stock covered by the registration statement have been sold; provided that SilverBow’s obligations under the Registration Rights Agreement will terminate after two years if the shares of Common Stock covered by the registration statement can be sold without volume limitations or other restrictions under an exemption from registration.

For a more complete discussion of the Registration Rights Agreement, see the section entitled “The Registration Rights Agreement.”

Expected Timing of the Transaction

SilverBow currently expects the closing of the Transaction to occur in June or July of 2022. However, as the Transaction is subject to the satisfaction or waiver of conditions described in the Agreement, it is possible that factors outside the control of SilverBow and Sellers could result in the Transaction being completed at an earlier time, a later time or not at all.

Accounting Treatment

In accordance with accounting principles generally accepted in the United States (“GAAP”), SilverBow expects to account for the Transaction as an asset acquisition under accounting principles generally accepted in the United States of America, as the assets and operations acquired in the Transaction do not meet the definition of a business under the FASB Accounting Standards Codification Topic 805, Business Combinations (referred to as “ASC 805”), since substantially all of the fair value of the assets acquired are concentrated in a single asset group. For a more detailed discussion of the accounting treatment of the Transaction, see the section entitled “The Transaction – Anticipated Accounting Treatment.”

Regulatory Approvals

The completion of the Transaction is subject to approval for listing of the shares of Common Stock to be issued in the Transaction on the NYSE, subject to official notice of issuance.


10 \| SilverBow Resources, Inc.			Proxy Statement

Selected Historical Financial Data of SilverBow

The following information has been derived from SilverBow’s audited consolidated financial statements as of and for each of the years in the two-year period ended December 31, 2021. The following information is only a summary and does not provide all of the information contained in SilverBow’s financial statements. The historical financial information presented below should be read in conjunction with SilverBow’s consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in SilverBow’s Annual Report and incorporated by reference in this proxy statement.


	Year Ended December 31,
(in thousands)	2021		2020
Revenues:
Natural gas, NGL and oil revenue	$	407,200	$	177,386

Operating expenses:
General and administrative, net	21,799		22,608
Depreciation, depletion, and amortization	68,629		64,564
Accretion of asset retirement obligations	306		354
Lease operating expense	27,206		21,360
Workovers	514		8
Transportation and gas processing	24,145		20,649
Severance and other taxes	19,307		10,514
Write-down of oil and gas properties	—		355,948
	161,906		496,005

Operating income (loss)	245,294		(318,619)
Interest expense, net	(29,129)		(31,228)
Gain (loss) on derivatives	(123,018)		61,304
Other expense, net	10		72
Income (loss) before income taxes	93,157		(288,471)
Provision (benefit) before income taxes	6,398		20,911
Net income (loss)	$	86,759	$	(309,382)

Net cash provided by operating activities	$	215,726	$	165,212
Net cash provided by (used in) investing activities	$	(186,456)	$	(115,331)
Net cash provided by (used in) financing activities	$	(30,267)	$	(49,121)

Capitalization
Total long-term debt	$	372,825	$	424,905
Total equity	292,532		91,033
Total capitalization	$	665,357	$	515,938
Total assets	$	819,454	$	583,135


Proxy Statement			SilverBow Resources, Inc. \| 11

Selected Historical Financial Data of Sundance and its Consolidated Subsidiaries

The following information as of December 31, 2021 and 2020, and for each of the years in the two-year period ended December 31, 2021, has been derived from Sundance’s audited consolidated financial statements and accompanying notes contained in this proxy statement, which include the accounts of Sundance and its consolidated subsidiaries, including, SEA Eagle Ford, LLC, and Armadillo E&P, Inc. (as well as Sundance Energy Australia Limited and New Standard Energy PEL570 Limited, through January 2021, at which time they were dissolved). On April 19, 2021, Sundance and its consolidated subsidiaries satisfied all conditions required for effectiveness of their Joint Prepackaged Plan of Reorganization for Sundance Energy Inc. and its Affiliate Debtors under Chapter 11 of the Bankruptcy Code and emerged from Chapter 11 on April 23, 2021. References to “Successor” refer to Sundance and its consolidated subsidiaries and their financial position and results of operations after the Emergence Date. References to “Predecessor” refer to Sundance and its consolidated subsidiaries and their financial position and results of operations on or before the Emergence Date.


12 \| SilverBow Resources, Inc.			Proxy Statement


	Successor		Predecessor
(in thousands)	For the Period April 23 through December 31, 2021		For the Period January 1 through April 22, 2021		Year ended December 31, 2020


Revenues:
Natural gas, NGL and oil revenue	$	83,796	$	34,812	$	91,812
Operating expenses:
Lease operating and workover expense	22,849		9,794		25,206
Gathering, processing and transportation expense	15,416		2,761		20,341
Production taxes	5,614		2,369		5,442
Exploration expense	—		10		193
Depreciation, depletion and amortization expense	29,937		12,774		79,582
Impairment expense	—		—		331,877
General and administrative expense	5,899		10,770		22,141
Loss (gain) on commodity derivative financial instruments	28,140		15,546		(52,232)
Other expense (income), net	988		546		(2,784)
	108,843		54,570		429,766

Operating loss	(25,047)		(19,758)		(337,954)
Interest expense	(6,281)		(14,508)		(39,509)
Reorganization items, net	(556)		50,738		—
Realized foreign currency loss	—		(673)		—
Income (loss) before income taxes	(31,884)		15,799		(377,463)
Provision (benefit) before income taxes	—		(222)		(7,001)
Net income (loss)	$	(31,884)	$	16,021	$	(370,462)

Net cash provided by (used in) operating activities	$	(888)	$	3,399	$	33,051
Net cash used in investing activities	$	(20,117)	$	(3,844)	$	(54,461)
Net cash provided by financing activities	$	4,139	$	16,724	$	14,277

	Successor				Predecessor
	December 31, 2021				December 31, 2020
Capitalization
Long-term debt	$	103,032			$	—
Long-term debt — current portion	7,500				375,115
Total equity (deficit)	143,921				(16,746)
Total capitalization	$	254,453			$	358,369
Total assets	$	347,635			$	415,939


Proxy Statement			SilverBow Resources, Inc. \| 13

Selected Unaudited Pro Forma Condensed Combined Financial Information

The following table presents summary unaudited pro forma condensed combined financial information about SilverBow’s financial condition and results of operations on a pro forma basis giving effect to the Transaction and, as applicable, the previously announced and closed acquisition from Teal Natural Resources, LLC and Castlerock Production, LLC (collectively, “Teal” and “Teal Transaction”), in which SilverBow acquired oil and gas assets in the Eagle Ford, as set forth in the unaudited pro forma financial statements.

The summary unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, SilverBow’s consolidated financial statements and related notes incorporated by reference in this proxy statement, and the consolidated financial statements and related notes of Sundance included within this proxy statement and financial statements and related notes for the assets acquired in the Teal Transaction incorporated by reference in this proxy statement, together with the more detailed information as set forth in the unaudited pro forma financial statements and related notes included in this proxy statement. The summary unaudited pro forma condensed combined financial information set forth below has been presented for informational purposes only and is not necessarily indicative of what the combined financial condition or results of operations actually would have been had the applicable transaction been completed as of the dates indicated. In addition, the summary unaudited pro forma condensed combined financial information presented below does not purport to project the combined financial condition or operating results for any future period. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Forward-Looking Statements” included elsewhere in this proxy statement. The following selected unaudited pro forma condensed combined consolidated financial information should be read in conjunction with the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” and related notes included in this proxy statement.


(in thousands)	Year Ended December 31, 2021
Unaudited Pro Forma Condensed Combined Statement of Operations:
Revenue	$	556,989
Net income	$	41,609


(in thousands)	As of December 31, 2021
Unaudited Pro Forma Condensed Combined Balance Sheet (at end of period):
Cash and cash equivalents	$	621
Total assets	$	1,233,431
Total debt	$	585,325
Total stockholders' equity	$	457,271


14 \| SilverBow Resources, Inc.			Proxy Statement

RISK FACTORS

In addition to the other information contained or incorporated by reference in this proxy statement, including the matters addressed in the section of this proxy statement entitled “Forward-Looking Statements,” shareholders should carefully consider the risks described below relating to the Transaction and SilverBow following the Transaction. The risks and uncertainties described below are not the only ones SilverBow faces. Additional risks and uncertainties not presently known to SilverBow or that SilverBow currently considers immaterial may also impair SilverBow’s operations. If any of the following risks actually occur, SilverBow’s business, financial conditions and/or results of operations could be materially adversely affected, the trading price of the Common Stock could decline and a shareholder could lose all or part of his or her investment.

Risks Related to the Proposed Acquisition

There is no assurance as to when or if the Transaction will be completed. Failure to obtain required approvals necessary to satisfy closing conditions may delay or prevent completion of the Transaction.

The completion of the Transaction is subject to a number of closing conditions, some of which are out of SilverBow’s control, including the following:


			•						approval of the Share Issuance Proposal by SilverBow shareholders;
			•						the aggregate value of any title and environmental defects, and the allocated value attributable to assets subject to unobtained preferential purchase rights and certain consents related to the assets being transferred being less than $48 million;
			•						material performance by the other Party of all of the obligations, agreements and covenants of the Agreement to be performed at or prior to the closing of the Transaction; and
			•						the accuracy of representations and warranties made by the other Party in the Agreement (subject generally to a material adverse effect standard, with different standards applicable to certain representations and warranties).

For a more complete summary of the conditions that must be satisfied or waived prior to closing of the Transaction, see the section entitled “The Agreement – Conditions Precedent to the Transaction.”

SilverBow cannot be certain that its shareholders will approve the Share Issuance Proposal. SilverBow also cannot be certain when it and Sellers will be able to satisfy the other closing conditions or whether those closing conditions will be satisfied. If any of these conditions are not satisfied or waived prior to September 2, 2022, it is possible that the Agreement may be terminated. Although Sellers and Buyer Parties have agreed in the Agreement to use commercially reasonable efforts, subject to certain limitations, to complete the Transaction, these and other conditions to the completion of the Transaction may fail to be satisfied.

Current SilverBow shareholders will have a reduced ownership and voting interest in SilverBow after the Transaction and will exercise less influence over management.

The consideration for the Transaction payable at closing will include 4,148,472 shares of Common Stock. Upon closing of the Transaction, current SilverBow shareholders (after giving effect to the issuance of 1,300,000 shares of Common Stock expected to be issued pursuant to the Purchase and Sale Agreement between SilverBow and SandPoint Operating, LLC, dated as of April 13, 2022) will own approximately 81.4% of the outstanding shares of Common Stock and Sellers will own approximately 18.6% of the outstanding shares of Common Stock. Accordingly, the issuance of SilverBow shares to Sellers’ shareholders in the Transaction will reduce the relative voting power of current SilverBow shareholders. Consequently, SilverBow shareholders as a group will have less influence over the management and policies of SilverBow after the Transaction than prior to the Transaction.

Because the Transaction will be completed after the date of the Special Meeting, at the time of the Special Meeting, you may not know the exact value of the SilverBow shares that Sellers’ shareholders will receive upon completion of the Transaction.

The number of SilverBow shares to be issued in the Transaction is fixed and will not be adjusted for changes in SilverBow’s share price. Changes in the price of the Common Stock before the closing of the Transaction will affect the market value of the consideration that Sellers will receive at the closing. The price of the Common Stock at the closing of the Transaction may vary from its price on the date the Agreement was executed, on the date of this proxy statement and on the date of the Special Meeting. As a result, the value represented by


Proxy Statement			SilverBow Resources, Inc. \| 15

the SilverBow shares to be issued, and therefore the total amount of the consideration to be paid, will also vary. These variations could result from changes in the business, operations or prospects of SilverBow before or following the Transaction, regulatory considerations, general market and economic conditions and other factors both within and beyond the control of Sellers or SilverBow. The Transaction may be completed significantly after the date of the Special Meeting. Therefore, at the time of the Special Meeting, SilverBow shareholders will not know with certainty the value of the SilverBow shares that will be issued upon closing of the Transaction.

The pendency of the Transaction could have an adverse effect on the trading price of the Common Stock and the business, financial condition, results of operations or business prospects for SilverBow and/or Sellers.

The pendency of the Transaction could disrupt SilverBow’s or Sellers’ businesses in the following ways, including:


			•						third parties may seek to terminate or renegotiate their relationships with SilverBow or Sellers, or may delay or defer certain business decisions, as a result of the Transaction, whether pursuant to the terms of their existing agreements with SilverBow or Sellers or otherwise;
			•						the attention of the SilverBow and Sellers’ management may be directed toward completion of the Transaction and related matters and may be diverted from the day-to-day business operations of their respective companies, including from other opportunities that otherwise might be beneficial to SilverBow and Sellers; and
			•						the Agreement restricts SilverBow and Sellers from taking certain specified actions while the Transaction is pending without first obtaining written consent of the other Party, which may restrict SilverBow or Sellers from pursuing otherwise attractive business opportunities and making other changes to their businesses before completion of the Transaction or termination of the Agreement.

Should they occur, any of these matters could adversely affect the trading price of the Common Stock or harm the financial condition, results of operations or business prospects of SilverBow and/or Sellers.

Failure to complete the Transaction could negatively impact SilverBow’s share price and future business and financial results.

If the Transaction is not completed, SilverBow’s ongoing business may be adversely affected, and SilverBow may be subject to several risks, including the following:


			•						having to pay certain costs relating to the Transaction, such as legal, accounting, financial advisor and other fees and expenses and, in certain circumstances, liquidated damages;
			•						a potential decline in the price of the Common Stock to the extent that the current market price reflects a market assumption that the Transaction will be completed;
			•						reputational harm due to the adverse perception of any failure to successfully complete the Transaction; and
			•						having had the focus of the management of SilverBow on the Transaction instead of on pursuing other opportunities that could have been beneficial to SilverBow.

SilverBow has incurred and will continue to incur significant transaction costs in connection with the Transaction.

SilverBow expects to incur a number of nonrecurring transaction-related costs associated with completing the Transaction, combining the operations of the two organizations and achieving desired synergies. These fees and costs will be substantial. Nonrecurring transaction costs include, but are not limited to, fees paid to financial, legal and accounting advisors, filing fees and printing costs. Additional unanticipated costs may be incurred in the integration of Sellers’ and SilverBow’s businesses. There can be no assurance that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction-related costs over time.

SilverBow’s financial estimates are based on various assumptions that may not be realized.

The financial estimates set forth in the forecasts for SilverBow, Sundance and SilverBow pro forma for the Transaction, included under the section “The Transaction – Unaudited Financial Projections of SilverBow,” were based on assumptions of, and information available to, the management of SilverBow when prepared and these estimates and assumptions are subject to uncertainties, many of which are beyond SilverBow’s control and may


16 \| SilverBow Resources, Inc.			Proxy Statement

not be realized. Many factors mentioned in this proxy statement, including the risks outlined in this “Risk Factors” section and the events or circumstances described under “Forward-Looking Statements,” will be important in determining SilverBow’s future results. As a result of these contingencies, actual future results may vary materially from SilverBow’s estimates. In view of these uncertainties, the inclusion of financial estimates in this proxy statement is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

These financial estimates were not prepared with a view toward public disclosure, and such financial estimates were not prepared with a view toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made, and SilverBow undertakes no obligation, other than as required by applicable law, to update the financial estimates herein to reflect events or circumstances after the date those financial estimates were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

The financial estimates included in this proxy statement have been prepared by, and are the responsibility of, SilverBow. Moreover, neither SilverBow’s independent accountants, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information presented for SilverBow, Sundance and SilverBow pro forma for the Transaction contained herein, nor have they expressed any opinion or any other form of assurance on such information or achievability thereof, and, accordingly, such independent accountants assume no responsibility for, and disclaim any association with, SilverBow’s prospective financial information. The reports of such independent accountants included or incorporated by reference herein, as applicable, relate exclusively to the historical financial information of the entities named in those reports and do not cover any other information in this proxy statement and should not be read to do so. See “The Transaction – Unaudited Financial Projections of SilverBow” for more information.

The opinion obtained by the SilverBow Board from Barclays does not and will not reflect changes in circumstances after the date of such opinion.

On April 11, 2022, Barclays delivered an oral opinion (which was subsequently confirmed in writing) to the SilverBow Board that, as of the date of such opinion, from a financial point of view, and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the consideration to be paid by Buyer in the Transaction is fair to SilverBow. Changes in the operations and prospects of SilverBow or Sellers, general market and economic conditions and other factors that may be beyond the control of SilverBow and Sellers, and on which the opinion of Barclays was based, may alter the value of SilverBow or Sellers or the price of the Common Stock by the time the Transaction is completed. SilverBow has not obtained, and does not expect to request, an updated opinion from Barclays. Barclays’ opinion does not speak to the time when the Transaction will be completed or to any date other than the date of such opinion. As a result, the opinion does not and will not address the fairness, from a financial point of view, of the consideration to be paid by Buyer in the Transaction pursuant to the Agreement at the time the Transaction is completed or at any time other than the date the written opinion was delivered. For a more complete description of the opinion that the SilverBow Board received from its financial advisor and a summary of the material financial analyses it provided to the SilverBow Board in connection with rendering such opinion, please refer to “The Transaction – Opinion of SilverBow’s Financial Advisor” and the full text of such written opinion included as Annex C to this proxy statement.

Risks Related to SilverBow Following the Transaction

The pro forma financial statements included in this proxy statement are based on various assumptions that may not prove to be correct, and they are presented for illustrative purposes only and may not be an indication of SilverBow’s financial condition or results of operations following the Transaction.

The pro forma financial statements contained in this proxy statement are based on various adjustments, assumptions and preliminary estimates and may not be an indication of SilverBow’s financial condition or results of operations following the Transaction for several reasons. See “Unaudited Pro Forma Condensed Combined Financial Information.” The actual financial condition and results of operations of SilverBow following the Transaction may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect SilverBow’s financial condition or results of operations following the Transaction. Any potential decline in SilverBow’s financial condition or results of operations may cause significant variations in the price of the Common Stock.


Proxy Statement			SilverBow Resources, Inc. \| 17

The failure to integrate successfully the assets acquired in the Transaction into SilverBow’s business in the expected timeframe would adversely affect SilverBow’s future results following the completion of the Transaction.

The success of the Transaction will depend, in large part, on the ability of SilverBow following the completion of the Transaction to realize the anticipated benefits, including operating synergies, from the acquired assets. SilverBow must successfully integrate the properties and assets into SilverBow’s business. This integration will be complex and time-consuming, and significant management attention and resources will be required to integrate the property and assets. Delays in this process could adversely affect SilverBow’s business, financial results, financial condition and share price following the Transaction.

Potential difficulties that may be encountered in the integration process include potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Transaction and performance shortfalls at one or both of the companies as a result of the diversion of management’s attention caused by completing the Transaction. Even if SilverBow was able to integrate the assets successfully, there can be no assurance that this integration will result in the realization of the full benefits of synergies and operational efficiencies that may be possible from this integration and that these benefits will be achieved within a reasonable period of time.

The trading price of the Common Stock after the Transaction may be affected by factors different from those affecting the price of the Common Stock before the Transaction.

The results of operations of SilverBow, as well as the trading price of the Common Stock, after the Transaction may be affected by factors different from those currently affecting SilverBow’s results of operations and the trading price of the Common Stock. These factors include:


			•						a greater number of shares of Common Stock outstanding as compared to the number of currently outstanding shares of Common Stock;
			•						different shareholders; and
			•						different assets and capital structure.

Accordingly, the historical trading prices and financial results of SilverBow may not be indicative of future trading prices of the Common Stock after the Transaction.

SilverBow’s future results will suffer if it does not effectively manage its expanded operations following the Transaction.

Following the Transaction, the size of SilverBow’s business will be larger than its current business. SilverBow’s future success depends, in part, upon its ability to manage this expanded business, which will pose substantial challenges for the management of SilverBow, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. SilverBow can offer no assurance that it will be successful or will realize the benefits currently anticipated to result from the Transaction.

Other Risks Related to the Combined Company

In addition to the foregoing risks, SilverBow is, and will continue to be, subject to the risks described in SilverBow’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”) and subsequently filed Quarterly Reports on Form 10-Q. All such reports are or will be filed with the SEC and are incorporated by reference in this proxy statement. See the section entitled “Additional Information.”


18 \| SilverBow Resources, Inc.			Proxy Statement

FORWARD-LOOKING STATEMENTS

This proxy statement includes forward-looking statements intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this proxy statement, including those regarding our strategy, future operations, financial position, estimated production levels, expected oil and natural gas pricing, estimated oil and natural gas reserves or the present value thereof, reserve increases, capital expenditures, budget, projected costs, prospects, plans and objectives of management are forward-looking statements. Any statements about the benefits of the Transaction or projections regarding SilverBow’s future financial condition, results of operations and business are also forward-looking statements. Without limiting the generality of the preceding sentence, certain statements contained in the sections entitled “The Transaction – Background of the Transaction,” “The Transaction – Reasons for the Transaction,” “The Transaction – Unaudited Financial Projections of SilverBow” and “The Transaction – Opinion of SilverBow’s Financial Advisor” may also constitute forward-looking statements. When used in this proxy statement, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “budgeted,” “guidance,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following risks and uncertainties:


			•						the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect SilverBow’s business and the price of the Common Stock;
			•						risks associated with the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the Share Issuance Proposal by SilverBow’s shareholders;
			•						risks associated with the ability of SilverBow to successfully integrate the assets acquired in the Transaction;
			•						risks associated with the ability of SilverBow to implement its plans, forecasts and other expectations with respect to the assets acquired in the Transaction and to realize the anticipated synergies and cost savings in the time frame anticipated or at all;
			•						risks associated with the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement;
			•						risks associated with the effect of the announcement or pendency of the Transaction on SilverBow’s or Sellers’ business relationships, operating results and business generally;
			•						risks related to diverting management’s attention from SilverBow’s ongoing business operations;
			•						risks associated with any legal proceedings that may be instituted related to the Agreement or the Transaction;
			•						the severity and duration of world health events, including the novel coronavirus (“COVID-19”), related economic repercussions, including disruptions in the oil and gas industry;
			•						the impact of war, international hostilities and other geopolitical events that contribute to volatility of oil and gas prices and uncertainty in world markets, including the Russian invasion of Ukraine;
			•						actions by the members of the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia (together with OPEC and other allied producing countries) with respect to oil production levels and announcements of potential changes in such level;
			•						operational challenges relating to COVID-19 and efforts to mitigate the spread of the virus, including logistical challenges, protecting the health and well-being of our employees, remote work arrangements, performance of contracts and supply chain disruptions;
			•						shut-in and curtailment of production due to decreases in available storage capacity or other factors;
			•						volatility in natural gas, oil and NGL prices;
			•						future cash flow and their adequacy to maintain our ongoing operations;
			•						liquidity, including our ability to satisfy our short- or long-term liquidity needs;
			•						our borrowing capacity, future covenant compliance, cash flow and liquidity;
			•						operating results;
			•						asset disposition efforts or the timing or outcome thereof;


Proxy Statement			SilverBow Resources, Inc. \| 19


			•						ongoing and prospective joint ventures, their structures and substance, and the likelihood of their finalization or the timing thereof;
			•						the amount, nature and timing of capital expenditures, including future development costs;
			•						timing, cost and amount of future production of oil and natural gas;
			•						impairments on our properties due to lower commodity prices;
			•						availability of drilling and production equipment or availability of oil field labor;
			•						availability, cost and terms of capital;
			•						timing and successful drilling and completion of wells;
			•						availability and cost for transportation of oil and natural gas;
			•						costs of exploiting and developing our properties and conducting other operations;
			•						competition in the oil and natural gas industry;
			•						general economic and political conditions;
			•						opportunities to monetize assets;
			•						our ability to execute on strategic initiatives;
			•						effectiveness of our risk management activities including hedging strategy;
			•						environmental liabilities;
			•						counterparty credit risk;
			•						governmental regulation and taxation of the oil and natural gas industry;
			•						developments in world oil and natural gas markets and in oil and natural gas-producing countries; and
			•						uncertainty regarding our future operating results; and other risks and uncertainties described in SilverBow’s public filings with the SEC, including its Annual Report.

Many of the foregoing risks and uncertainties, as well as risks and uncertainties that are currently unknown to us, are, and will be, exacerbated by COVID-19 and any consequent worsening of the global business and economic environment. New factors emerge from time to time, and it is not possible for us to predict all such factors. Should one or more of the risks or uncertainties described in this proxy statement occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements speak only as of the date they are made. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this proxy statement are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations in this proxy statement and in Item 1A of our Annual Report. See the section entitled “Risk Factors.” These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

We undertake no obligation to publicly release the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.


20 \| SilverBow Resources, Inc.			Proxy Statement

THE SILVERBOW SPECIAL MEETING

Date, Time and Place

The Special Meeting will be held on Tuesday, June 21, 2022 at 11:00 a.m. (Central Time). The Special Meeting will be virtual via a live webcast at www.virtualshareholdermeeting.com/SBOW2022SM; there will be no physical meeting location. Even though our meeting is being held virtually, shareholders will still have the ability to listen to, participate in, vote their shares and submit questions electronically during the Special Meeting.

Purpose of the Special Meeting

The purpose of the Special Meeting is to consider and vote on the Share Issuance Proposal. Under NYSE rules, as a company listed on the NYSE, SilverBow is required to obtain shareholder approval before the issuance of shares of Common Stock, or of securities convertible into or exercisable for shares of Common Stock, in connection with any transaction or series of related transactions if the number of shares of Common Stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of Common Stock outstanding before such issuance.

The aggregate number of shares of Common Stock to be issued in connection with the Transaction will exceed 20% of the shares of Common Stock outstanding before such issuance. For this reason, under the listing rules of the NYSE, SilverBow must obtain the approval of SilverBow shareholders for the issuance of the shares of Common Stock in the Transaction. Accordingly, SilverBow is asking its shareholders to approve the Share Issuance Proposal.

As of the date of this proxy statement, the SilverBow Board does not know of any business to be presented at the Special Meeting other than as set forth in the Notice accompanying this proxy statement. If any other matters should properly come before the Special Meeting, or any adjournment or postponement of the Special Meeting, it is intended that the shares of Common Stock represented by proxies will be voted with respect to such matters in accordance with the best judgment of the person(s) voting the proxies, pursuant to the discretionary authority granted to such person(s).

Recommendation of the SilverBow Board

Record Date, Quorum, Voting Requirements and Outstanding Shares

The record date for determining persons entitled to receive Notice and vote at the Special Meeting is May 2, 2022. Only shareholders as of the close of business on the record date are entitled to receive Notice and vote at the Special Meeting, or any adjournment or postponement thereof, in the manner and subject to the procedures described in this proxy statement. The presence of shareholders, virtually or by proxy, holding at least a majority of the outstanding shares of Common Stock will be required to establish a quorum. The shareholders present virtually or by proxy at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Broker non-votes (i.e., shares held by a broker or nominee that are represented at the Special Meeting, but with respect to which such broker or nominee is not instructed to vote on a particular proposal and does not have discretionary voting power) will not be considered present for quorum purposes and will not be entitled to vote on the Share Issuance Proposal. Abstentions will be counted as present for purposes of determining whether there is a quorum and will have the same effect as votes against the Share Issuance Proposal.

To consummate the Transaction, SilverBow shareholders must approve the Share Issuance Proposal. The affirmative vote of the holders of a majority of the shares of Common Stock present virtually or represented by proxy and entitled to vote at the Special Meeting, assuming a quorum is present, is required for the approval of the proposal.

At the close of business on the record date, 16,850,478 shares of Common Stock were issued and outstanding.


Proxy Statement			SilverBow Resources, Inc. \| 21

Each shareholder is entitled to one vote per Common Share held on all matters to come before the Special Meeting. Shares of Common Stock are the only securities of SilverBow which will have voting rights at the Special Meeting.

Voting by SilverBow’s Directors and Executive Officers

Voting Agreement

Concurrently with the execution of the Agreement, SilverBow entered into the Voting Agreement with SVMF 71, pursuant to which such shareholder has agreed, among other matters and upon the terms and subject to the conditions set forth in the Voting Agreement, to vote all of its shares of Common Stock in favor of the Share Issuance Proposal and the other actions contemplated by the Agreement. As of April 14, 2022, SVMF 71 held 4,476,462 shares of Common Stock in the aggregate, or approximately 26.6% of the voting power of SilverBow. Sellers are third party beneficiaries with respect to SVMF 71's obligations under the Voting Agreement. The Voting Agreement is attached to this proxy statement as Annex D.

The Voting Agreement will terminate upon the earliest to occur of:

•

the termination of the Agreement in accordance with its terms;

•

the consummation of the Transaction contemplated by the Agreement;

•

the date of any modification, waiver or amendment to the Agreement that increases the consideration payable thereunder or that would otherwise be adverse to SVMF 71; or

•

a change in recommendation by the SilverBow Board in accordance with the terms of the Agreement.

Voting by Proxy

Registered shareholders of SilverBow as of the close of business on the record date for the Special Meeting may vote by virtually attending the Special Meeting and voting in the meeting, or may authorize a proxy to vote by:


			•						accessing the Internet website specified on the proxy card;
			•						calling the toll-free number specified on the proxy card; or
			•						signing and returning the proxy card in the postage-paid envelope provided.

A proxy card is being sent with this proxy statement to each shareholder of record as of the record date for the Special Meeting.

For shares held in “street name” through a stock brokerage account or through a bank or other nominee, holders should follow the voting instructions provided by the broker, bank or other nominee.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a SilverBow shareholder can revoke its proxy in one of the following ways:


			•						filing a written revocation with the Corporate Secretary prior to the voting of such proxy;
			•						giving a duly executed proxy bearing a later date; or
			•						virtually attending the Special Meeting and voting at the meeting.

Attendance at the Special Meeting will not itself revoke a shareholder’s proxy.

If a SilverBow shareholder has instructed its broker to vote its shares, such shareholder must follow the broker’s procedure to change those instructions.


22 \| SilverBow Resources, Inc.			Proxy Statement

Solicitation of Proxies

Proxies are being solicited by the SilverBow Board for use at the Special Meeting and any adjournment or postponement thereof. SilverBow is paying the costs of soliciting proxies. Upon request, SilverBow will reimburse brokers, banks, trusts and other nominees for reasonable expenses incurred by them in forwarding the proxy materials to beneficial owners of shares of the Common Stock.

In addition to soliciting proxies by mail, the SilverBow Board, SilverBow’s officers and employees, or its transfer agent, may solicit proxies on SilverBow’s behalf, personally or by telephone, and SilverBow has engaged a proxy solicitor to solicit proxies on its behalf by telephone and by other means. SilverBow expects the cost of Alliance Advisors, its proxy solicitor, to be between $7,500 and $9,500, plus reasonable, out-of-pocket expenses. A representative from Broadridge will serve as the inspector of election for the Special Meeting.


Proxy Statement			SilverBow Resources, Inc. \| 23

THE TRANSACTION

This section and the section entitled “The Agreement” describe the background of the Transaction, including the Agreement. While SilverBow believes that these sections cover the material terms of the Transaction and the Agreement, they may not contain all of the information that is important to you. For a more complete understanding of the Transaction and the Agreement, you should read carefully this entire proxy statement, including the attached Annexes, and the other documents to which you are referred herein. See the section entitled “Additional Information.”

Background of the Transaction

The senior management of SilverBow and the SilverBow Board regularly review strategic opportunities to maximize shareholder value and further SilverBow’s strategic and operational objectives.

SilverBow is actively involved in acquisition and evaluation of oil and natural gas properties throughout the Eagle Ford Shale and Austin Chalk formations in South Texas. It conducts an on-going review of results in each area based on publicly available data and where available, company-specific data, in order to assess relative drilling economics and identify acquisition opportunities.

On June 5, 2020, SilverBow’s Chief Executive Officer, Sean Woolverton (“Mr. Woolverton”), and Sundance’s Chief Executive Officer, Eric McCrady (“Mr. McCrady”), conducted a phone conversation regarding a potential strategic business combination of SilverBow and Sundance. Shortly after the call, Sundance provided a mutual confidentiality agreement for SilverBow to sign (the “Confidentiality Agreement”).

Following June 5, 2020, SilverBow was invited by Sundance and its financial advisor to participate in a formal, marketed process regarding a potential strategic business combination with Sundance.

On June 11, 2020, SilverBow and Sundance entered into the Confidentiality Agreement.

Around June 18, 2020, SilverBow accessed the virtual data room created by Sundance (the “data room”) to evaluate the potential transaction and to begin performing diligence on Sundance and its assets.

On July 23, 2020, the SilverBow management team attended a question and answer session regarding contents of the data room with Sundance and its financial advisor.

On July 29, 2020, the SilverBow Board held a regular quarterly meeting with the SilverBow management team in attendance at which the SilverBow Board received information about a potential combination of SilverBow and Sundance from the SilverBow management team. The SilverBow Board instructed management to continue its diligence with respect to Sundance.

On August 4, 2020, the SilverBow Board held a meeting with representatives of SilverBow’s financial advisor and the SilverBow management team in attendance at which the SilverBow Board received additional information about a potential acquisition between SilverBow and Sundance from the SilverBow management team and a report on the diligence conducted. SilverBow’s financial advisor reviewed its preliminary financial analyses of the potential combination. Based upon such analysis and information, the SilverBow Board indicated support for the submission of a nonbinding proposal to acquire substantially all the assets of Sundance.

On August 6, 2020, by letter, SilverBow delivered to Sundance a nonbinding proposal to acquire substantially all the assets of Sundance in an at-the-market stock-for-stock transaction in which the common equity interest in Sundance was to be exchanged for Common Stock with a transaction enterprise value of $260 million.

On August 20, 2020, SilverBow was notified by representatives of its financial advisor that Sundance had received multiple competitive bids and wanted to continue discussions with SilverBow in addition to discussions with the other competitive bidders and requested to perform reverse due diligence on SilverBow.

On August 21, 2020, SilverBow and Sundance held an organizational call on Sundance’s reverse due diligence of SilverBow.

On September 10, 2020, representatives of SilverBow’s financial advisor received comments regarding the valuation in SilverBow’s nonbinding proposal.


24 \| SilverBow Resources, Inc.			Proxy Statement

On September 16, 2020, representatives of SilverBow’s financial advisor received a process letter from Sundance’s financial advisor requesting final offers by September 24, 2020.

On September 23, 2020, the SilverBow Board held a meeting with representatives of SilverBow’s financial advisor and the SilverBow management team in attendance. Management provided an update on discussions with Sundance management. Representatives of SilverBow’s financial advisor reviewed its updated preliminary financial analyses of the potential combination, and the SilverBow Board indicated its support to submit a second nonbinding offer to Sundance.

On September 24, 2020, SilverBow delivered to Sundance a nonbinding proposal to acquire substantially all the assets of Sundance for an at-the-market stock-for-stock transaction for the common equity interest in Sundance in exchange for shares of Common Stock in SilverBow with a transaction enterprise value of $285 million.

On October 7, 2020, Sundance provided feedback to representatives of SilverBow’s financial advisor and management that the Sundance second lien group needed more time to evaluate the SilverBow offer.

On December 1, 2020, SilverBow’s financial advisor exited oil and gas investment banking and ceased to serve as SilverBow’s financial advisor.

On March 11, 2021, Sundance filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code.

On April 23, 2021, Sundance exited bankruptcy as a reorganized company that was privately owned and not subject to SEC reporting obligations.

Following its exit from bankruptcy, Sundance optimized its staffing, streamlined its operations and commenced a new development program.

In July 2021, following a meeting of its board of directors, Sundance engaged Piper Sandler & Co. (“Piper Sandler”) and TD Securities (USA) LLC to explore the marketing of its assets.

On October 6, 2021, SilverBow was invited by Piper Sandler to participate in a marketed process conducted by Sundance to potentially sell substantially all the assets of the company.

On October 19, 2021, SilverBow and Sundance entered into an amendment to the Confidentiality Agreement dated June 11, 2020 to extend the term.

On October 26, 2021, the SilverBow Board held a regular quarterly meeting with the SilverBow management team in attendance at which the SilverBow Board received information from SilverBow management about the reopened marketed process being conducted by Sundance to potentially sell substantially all of the assets of the company.

On November 5, 2021, the data room was reopened, and SilverBow again began performing diligence on Sundance and its assets.

On November 16, 2021, Barclays Capital Inc. (“Barclays”), financial advisor to SilverBow, was granted access to the Sundance virtual data room and began due diligence.

On November 17, 2021, the SilverBow management team and representatives of Barclays met with representatives of Piper Sandler and Sundance management to discuss Sundance’s sale process and receive a presentation on Sundance’s business.

On December 6, 2021, SilverBow engaged Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) to serve as counsel to SilverBow in connection with the Transaction.

On December 7, 2021, SilverBow and Barclays entered into an engagement letter to formally engage Barclays to act as its financial advisor with respect to the Transaction.

On December 13, 2021, the SilverBow Board held a meeting with the SilverBow management team and representatives of Barclays in attendance to discuss the proposed Transaction. Representatives of Barclays


Proxy Statement			SilverBow Resources, Inc. \| 25

reviewed its preliminary financial analyses of the proposed Transaction. The SilverBow Board approved SilverBow submitting a nonbinding offer to Sundance.

On December 14, 2021, SilverBow delivered a nonbinding proposal to Sundance, including comments on Sundance’s auction draft of the Agreement. The nonbinding proposal included preliminary terms for the Transaction, including consideration of $225,000,000 in cash and $50,000,000 in shares of Common Stock. The proposal contemplated an underwritten high-yield bond offering by SilverBow to finance the Transaction and modifications to Sellers’ indemnity obligations, including the addition of a 12-month indemnity holdback for the amount of the deposit and expansion of the scope of claims for which Sellers will be required to indemnify Buyer, reduction of various materiality thresholds and caps, modifications to the description of the asset package, Sellers and Buyer representations and warranties and the pre-closing covenants of both parties. A portion of the Cash Consideration would be financed with a high-yield offering of senior notes by SilverBow.

On December 16, 2021, a call was held between the SilverBow management team and Piper Sandler to discuss Sundance’s response to SilverBow’s December 14, 2021 proposal.

On December 20, 2021, the SilverBow Board held a meeting with the SilverBow management team and representatives of Barclays in attendance at which the SilverBow management team provided an update on the potential Transaction, including that SilverBow had advanced to the second round of Sundance’s process. Representatives of Barclays reviewed its updated preliminary financial analyses of the proposed Transaction. The SilverBow Board also discussed the strategic rationale for the Transaction and approved the submission of a revised offer to Sundance.

On the same day, SilverBow delivered to Sundance a nonbinding proposal for the Transaction, including a purchase price of $330,000,000, consisting of $225,000,000 in cash, $85,000,000 in stock and a contingent payment of $20,000,000 based on commodity prices in 2022 and 2023.

On December 21, 2021, a call was held between the SilverBow management team and Piper Sandler on feedback from the board of directors of Sundance (the “Sundance Board”) regarding SilverBow’s December 20, 2021 proposal; during the call, Piper Sandler indicated Sundance’s preliminary acceptance of SilverBow’s offer, subject to further negotiation of certain terms.

On December 22, 2021, the SilverBow Board held a meeting with the SilverBow management team in attendance to discuss Sundance’s preliminary acceptance of SilverBow’s offer and the status of the documentation for the Transaction.

On December 28, 2021, Piper Sandler delivered Sellers’ counterproposal including two options to the SilverBow management team, including a revised draft of the Agreement and a proposal that Sellers would be offered a seat on the SilverBow Board. The counterproposal reflected two different options from Sundance with either a (i) a purchase price of $345,000,000, consisting of $225,000,000 in cash, $105,000,000 in equity, a covenant to assume Sellers’ hedges, and no contingent payment, or (ii) a purchase price of $355,000,000, consisting of $225,000,000 in cash, $95,000,000 in equity, no covenant to assume Sellers’ hedges and $35,000,000 contingent payment based on commodity prices. Under either option, the draft also included additional SilverBow covenants to address the issuance of shares and removed the indemnity holdback.

On December 30, 2021, the SilverBow Board held a meeting and the SilverBow management team and representatives of Barclays in attendance to discuss the counterproposal of Sundance, two options and updated financial and valuation information. Representatives of Barclays reviewed its updated preliminary financial analyses of the proposed Transaction. The SilverBow Board approved the submission of a revised, non-binding offer to Sundance.

On December 31, 2021, SilverBow delivered a revised proposal and a revised draft of the Agreement to Sellers which, among other things, included a proposed consideration mix of $225,000,000 in cash and $85,000,000 in stock, and increased the contingent payment to $25,000,000 based on commodity prices in 2022, 2023 and 2024. SilverBow also rejected Sellers’ board seat proposal, hedge assumption option and added a 90-day exclusivity period to continue the parties’ negotiations.

On January 4, 2022, a call was held between the SilverBow management team and Piper Sandler regarding feedback from the Sundance Board regarding SilverBow’s December 31, 2021 proposal.


26 \| SilverBow Resources, Inc.			Proxy Statement

On January 8, 2022, SilverBow and representatives of Piper Sandler discussed the contingency payments, and representatives of Piper Sandler delivered a revised proposal and draft of the Agreements to SilverBow.

On January 11, 2022, the SilverBow Board held a meeting with the SilverBow management team in attendance to discuss Sundance’s counterproposal, including the proposed assumption of hedges. The SilverBow Board approved the submission of a revised, nonbinding offer to Sundance, that was provided through a revised draft of the Agreement and included consideration of $222,000,000 in cash and $95,000,000 in stock and a contingent payment of up to $15,000,000 based on commodity prices in 2022 and 2023, assumption of the hedge liability with a corresponding purchase price adjustment and the rejection of the Board representation proposal. Prior to the meeting, representatives of Barclays provided to the SilverBow management team and SilverBow Board its updated preliminary financial analyses of the proposed Transaction.

On January 14, 2022, SilverBow and Piper Sandler exchanged email communications on the status of SilverBow’s offer, and Piper Sandler communicated to Mr. Woolverton that the Sundance Board had agreed to proceed and to concede on its Board representation proposal.

On January 19, 2022, Piper Sandler, in-house lawyers of SilverBow and Sellers, Gibson Dunn and Kirkland & Ellis LLP (“Kirkland”), outside counsel for Sellers, held a telephonic meeting to introduce the outside counsel and in-house counsel of both parties.

On January 20, 2022, Kirkland and Gibson Dunn held a telephonic meeting to discuss the process for document progression and expected timing on various outstanding items. Kirkland later delivered Sellers’ revised draft of the Agreement to Gibson Dunn, which included an updated consideration mix of $221,600,000 in cash, $95,000,000 in shares of Common Stock and up to a $15,000,000 contingent payment. The draft also included Buyer’s assumption of the existing hedges of Sellers and a corresponding purchase price adjustment.

On January 23, 2022, Sellers’ in-house counsel provided Gibson Dunn with first drafts of Sellers’ property exhibits and disclosure schedules.

On January 26, 2022, Gibson Dunn delivered to Kirkland a revised draft of the Agreement, which contained, among other things, revisions based on Sellers’ disclosure schedules, and added covenants related to filing a proxy statement to obtain SilverBow shareholder approval, cooperation with respect to SilverBow’s financing plan and producing the financial statements required by SilverBow. Gibson Dunn also delivered to Kirkland an initial draft of the Registration Rights Agreement.

On January 31, 2022, SilverBow and Gibson Dunn held a telephonic meeting during which SilverBow provided information on the updated transaction structure, including a proposal to move $25,000,000 of consideration from equity to cash and a new financing plan that contemplated upsizing SilverBow’s second lien notes purchase agreement and no longer pursuing a high-yield bond offering. On the same date, Gibson Dunn contacted Kirkland to discuss related changes to be implemented in the draft of the Agreement.

On February 2, 2022, Kirkland delivered a revised draft of the Registration Rights Agreement.

On February 4, 2022, Kirkland delivered a revised draft of the Agreement, which contained, among other things, an acknowledgement that Sellers were reviewing the updated consideration mix and transaction structure.

On February 8, 2022, Gibson Dunn delivered a revised draft of the Agreement to Kirkland and an outline of the updated SilverBow plan to finance the Transaction by upsizing its second lien notes purchase agreement by $100,000,000 and upsizing its RBL credit facility to approximately $600,000,000 in connection with the upcoming borrowing base redetermination.

On February 10, 2022, the SilverBow Board held a meeting with the SilverBow management team in attendance to discuss the status of the Transaction, including the consideration mix and financing alternatives.

On February 14, 2022, Barclays provided SilverBow with materials disclosing certain relationships with SilverBow, Sundance and their respective affiliates and affiliates’ portfolio companies, as applicable.

On February 22, 2022, representatives of Barclays provided to the SilverBow management team and SilverBow Board its updated preliminary financial analyses of the proposed Transaction.


Proxy Statement			SilverBow Resources, Inc. \| 27

On February 23, 2022, Mr. Woolverton and Mr. McCrady exchanged email communications regarding the status of the Transaction and feedback from the Sundance Board on valuation.

Also on February 23, 2022, the SilverBow Board held a regular quarterly meeting with the SilverBow management team in attendance at which it received an update on the status of the Transaction.

On February 25, 2022, Mr. Woolverton and Mr. McCrady exchanged email communications on the status of the Transaction, including that SilverBow had ceased working on the Transaction.

On March 10, 2022, March 18, 2022 and March 22, 2022, Mr. Woolverton and Mr. McCrady held phone calls on the status of the Transaction.

On March 23, 2022, Sundance submitted a counterproposal by email communications from Mr. McCrady to Mr. Woolverton, which included consideration of $225,000,000 in cash, 4,148,472 shares of Common Stock and contingent cash payments by SilverBow of up to $15,000,000 in aggregate based on crude prices in 2022 and 2023 and SilverBow’s assumption of Sellers’ hedge liability.

On March 24, 2022, SilverBow provided Gibson Dunn with updated terms for the Transaction that had been approved by Sellers’ board and that were being considered by the SilverBow Board. SilverBow also indicated that it would no longer seek to upsize its second lien notes purchase agreement.

On March 25, 2022, the SilverBow Board held a meeting with representatives of Barclays and the SilverBow management team and representatives of Barclays in attendance. Representatives of Barclays reviewed its updated preliminary financial analyses of the proposed Transaction.

On March 27, 2022, Barclays provided additional materials to the SilverBow management team in response to questions received at the SilverBow Board meeting.

On March 29, 2022, Gibson Dunn delivered a revised draft of the Agreement to Kirkland, which included implementation of the updated terms. From March 29, 2022 until the execution of the Agreement on April 13, 2022, outside counsel for the parties exchanged multiple drafts of the Agreement, the Registration Rights Agreement and other ancillary documents and negotiated outstanding items.

On March 31, 2022, Kirkland delivered a revised draft of the Agreement to Gibson Dunn, which included a reverse termination fee of 1.5% of the total purchase price that would be triggered by the failure of SilverBow to obtain the shareholder approval for the Transaction.

On April 6, 2022, Gibson Dunn delivered a revised draft of the Agreement to Kirkland, which included a reduced reverse termination fee of 1.0% of the total purchase price, triggered in the event the SilverBow Board changes its recommendation in favor of the Transaction prior to a Special Meeting, and a new termination fee of 1.0% of the total purchase price, payable to Buyer in the event Buyer terminates the Agreement based on Sellers breaching their representations, warranties or covenants under the Agreement.

On April 8, 2022, Sellers requested that SilverBow obtain and deliver a Voting Agreement from SVP, binding SVP to a vote in favor of the Transaction. On the same day, Kirkland delivered a revised draft of the Agreement to Gibson Dunn, which included additional triggers for the payment of varying amounts of reverse termination fees to Sellers and an increase to the accounting transition services fee.

Also on April 8, 2022, Barclays provided SilverBow with updated materials disclosing certain relationships with SilverBow, Sundance and their respective affiliates and affiliates’ portfolio companies, as applicable.

On April 9, 2022, Gibson Dunn delivered a revised draft of the Agreement to Kirkland that deleted the additional reverse termination fee triggers added in Kirkland’s April 8 draft of the Agreement and accepted Sellers’ proposal to increase the accounting transition services fee, which were agreed to in Kirkland’s revised draft of the Agreement delivered to Gibson Dunn on April 11, 2022.

On April 11, 2022, the SilverBow Board held a meeting with the SilverBow management team and representatives of Barclays in attendance. The SilverBow management team reviewed the financial terms of the Transaction, including the principal benefits of the Transaction. Representatives of Barclays reviewed its financial analyses of the proposed Transaction and rendered its oral opinion (which was subsequently confirmed in writing) to the SilverBow Board that, as of such date and based upon and subject to the qualifications, limitations and


28 \| SilverBow Resources, Inc.			Proxy Statement

assumptions stated in its opinion, the consideration to be paid by Buyer in the Transaction is fair to SilverBow. Following further discussion regarding the Transaction, the SilverBow Board determined that the Transaction is advisable, fair to and in the best interests of SilverBow and its shareholders, and unanimously approved the Agreement and the associated agreements, and the transactions and agreements contemplated thereby (including the Transaction), and recommended approval of the issuance of the shares of Common Stock to the shareholders of SilverBow.

On April 11, 2022, Gibson Dunn delivered a draft of the Voting Agreement to Kirkland.

On April 13, 2022, the parties finalized and executed the Agreement and the Voting Agreement on the same day. The execution of the Agreement was publicly announced on the morning of April 14, 2022.

Reasons for the Transaction

By vote at a meeting held on April 11, 2022, the SilverBow Board unanimously determined that the Agreement and the transactions contemplated thereby, including the Transaction and the issuance of the shares of Common Stock in the Transaction, are advisable and in the best interests of SilverBow and its shareholders. The SilverBow Board unanimously recommends that SilverBow shareholders vote “FOR” the Share Issuance Proposal at the Special Meeting.

In evaluating the Transaction and the Agreement, the SilverBow Board consulted with the management of SilverBow and financial and legal advisors and, in reaching its decision to approve the Transaction and enter into the Agreement, the SilverBow Board considered a number of factors, including the following material factors which the SilverBow Board viewed as generally supporting its decision to approve the Transaction and the Agreement:


			•						the SilverBow Board’s expectation that the Transaction would materially increase SilverBow’s production and proved developed reserves compared to SilverBow on a stand-alone basis;
			•						the expected benefits associated with a large increase in inventory associated with the acquired assets, including the ability to drive synergies and optimize development plans;
			•						the SilverBow Board’s belief that the Transaction would result in a meaningful increase in SilverBow’s free cash flow, compared to its operations on a stand-alone basis;
			•						the terms of the Agreement, the Registration Rights Agreement, and the other agreements relating to the Transaction, including the respective representations, warranties, covenants and termination and indemnification rights of the Parties, and the fact that the terms of such agreements are favorable to SilverBow’s shareholders; and
			•						the financial analyses reviewed and discussed with representatives of Barclays, as well as the oral opinion of Barclays rendered to the SilverBow Board on April 11, 2022, which opinion was subsequently confirmed by delivery of a written opinion to the effect that, based upon and subject to the qualifications, limitations and assumptions set forth therein, as of the date of such opinion, from a financial point of view, the consideration to be paid by Buyer in the Transaction is fair to SilverBow. For further discussion of Barclays’ opinion, see “– Opinion of SilverBow’s Financial Advisor” below.

In the course of its deliberations, the SilverBow Board also considered a variety of risks and other potentially negative factors concerning the Transaction, including the following:


			•						the effect that the length of time from announcement of the Transaction until completion of the Transaction could have on the market price of Common Stock, SilverBow’s operating results and the relationship with SilverBow’s employees, shareholders, customers, suppliers, regulators and others who do business with SilverBow;
			•						that the anticipated benefits of the Transaction may not be realized in full or in part or that the anticipated benefits may not be realized in the expected time frame;
			•						that the attention of SilverBow’s senior management may be diverted from other strategic priorities to implement the Transaction and make arrangements for the integration of the acquired assets;
			•						that the stock component of the consideration is fixed and will not fluctuate in the event that the market price of Common Stock changes between the date of the Agreement and the consummation of the Transaction;
			•						the potential impact on the market price of the Common Stock as a result of the issuance of the stock component of the consideration;


Proxy Statement			SilverBow Resources, Inc. \| 29


			•						that forecasts of future financial results of SilverBow’s business after the Transaction are necessarily estimates based on assumptions and may vary significantly from future performance; and
			•						other risks of the type and nature described under the section of this proxy statement entitled “Risk Factors.”

The foregoing discussion of the information and factors considered by the SilverBow Board is not meant to be exhaustive, but includes the material information, factors and analyses considered by the SilverBow Board in reaching its conclusions and recommendation in relation to the Transaction. The members of the SilverBow Board evaluated the various factors listed above in light of their knowledge of the business and the financial condition and prospects of SilverBow, taking into account the advice of SilverBow’s financial and legal advisors. In light of the variety of factors and amount of information that the SilverBow Board considered, the members of the SilverBow Board did not find it practicable to provide a specific assessment of, quantify or otherwise assign any relative weights to, the factors considered in determining their recommendation. Rather, the recommendation of the SilverBow Board was made after considering the totality of the information and factors involved. Individual members of the SilverBow Board may have ascribed different weight to different factors.

The foregoing discussion of the information and reasons considered by the SilverBow Board is forward-looking in nature. This information should be read in light of the reasons described under “Forward-Looking Statements.”

Unaudited Financial Projections of SilverBow

SilverBow does not as a matter of course publicly disclose forecasts as to future earnings and other financial performance beyond the current fiscal year, due to the unpredictability of the underlying assumptions and estimates. However, in connection with the due diligence review related to the Transaction, the management of SilverBow provided to Barclays, in connection with Barclays’ evaluation of the fairness, from a financial point of view, of the consideration payable in the Transaction, nonpublic, internal financial forecasts regarding each of SilverBow’s (including SilverBow’s forecasts pro forma for the Transaction) and Sellers’ anticipated future operations for the five fiscal years ending December 31, 2022 through 2026. The SilverBow Board considered these internal forecasts for purposes of evaluating the Transaction, and SilverBow has included a summary of these internal forecasts below to give SilverBow shareholders and investors access to certain nonpublic information that was furnished to its financial advisor.

SilverBow did not prepare these internal financial forecasts with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or GAAP. SilverBow is not including the summary of these internal financial forecasts below to influence your decision whether to vote for the Share Issuance Proposal and these internal forecasts do not give effect to the Transaction. Neither BDO USA, LLP, SilverBow’s independent accounting firm (“BDO USA”), Moss Adams LLP (“Moss Adams”) and Deloitte & Touche LLP ("Deloitte"), Sellers’ independent accounting firms for 2021 and 2020, respectively, nor any other independent accounting firm has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these financial forecasts and, accordingly, neither BDO USA, Moss Adams, Deloitte nor any other independent accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent accounting firm assumes any responsibility for the prospective financial information. The BDO USA report incorporated by reference in this proxy statement and the Moss Adams report and Deloitte report attached to this proxy statement relate to the historical financial information of SilverBow and Sellers, respectively. Those reports do not extend to the financial forecasts and should not be read to do so.

SilverBow based these internal financial forecasts on numerous variables and assumptions (including, but not limited to, those related to industry performance and competition and general business, economic, market and financial conditions) that are inherently subjective and uncertain and are beyond the control of the management of SilverBow. Important factors that may affect actual results and cause these internal financial forecasts to not be achieved include, but are not limited to, risks and uncertainties relating to SilverBow’s business (including its ability to achieve strategic goals, objectives and targets over applicable periods) and Sellers’ business, industry performance, general business and economic conditions and other factors described in the “Risk Factors” section of SilverBow’s SEC filings incorporated by reference in this proxy statement as well as factors described in the “Risk Factors” and “Forward-Looking Statements” sections of this proxy statement. These internal financial forecasts also reflect assumptions as to certain business assumptions that are subject to change. As a result,


30 \| SilverBow Resources, Inc.			Proxy Statement

actual results may differ materially from those contained in these internal financial forecasts. Accordingly, there can be no assurance that the forecasted results summarized below will be realized.

You should not regard the inclusion of a summary of these internal financial forecasts in this proxy statement as an indication that any of SilverBow, Sellers or their respective affiliates, advisors or representatives considered these internal financial forecasts to be predictive of actual future events, and these internal financial forecasts should not be relied upon as such. SilverBow, Sellers and their respective affiliates, advisors, officers, directors, partners and representatives can give you no assurance that projected results will be achieved and actual results could differ materially. Further, the inclusion of the financial forecasts in this proxy statement does not constitute an admission or representation by SilverBow or Sellers that this information is material. SilverBow, Sellers and their respective affiliates, advisors, officers, directors, partners and representatives undertake no obligation to update or otherwise revise or reconcile these internal financial forecasts. SilverBow, its affiliates, advisors, officers, directors, partners or representatives make no representation regarding SilverBow’s ultimate performance compared to the information contained in these internal financial forecasts or that the forecasted results will be achieved. Further, SilverBow has made no representation to Sellers, in the Agreement or otherwise, concerning these internal financial forecasts. SilverBow urges all shareholders to review SilverBow’s SEC filings for a description of SilverBow’s reported financial results.

The following forecasted financial information was prepared utilizing the following NYMEX strip pricing assumptions with respect to future commodity prices for crude oil and natural gas as of April 6, 2022:


	2022E (5/1 Effective Date)	2022E (Full Year)	2023E	2024E	2025E	2026E

NYMEX Strip Pricing (4/6/22)
WTI Oil ($/Bbl)	$95.32	$96.44	$85.96	$79.79	$75.00	$71.14
Henry Hub Natural Gas ($/MMBtu)	$6.09	$5.67	$4.78	$4.04	$4.01	$4.09

Note: “2022E (5/1 Effective Date)” represents NYMEX strip pricing average for months in 2022 after 5/1/22 effective date

The forecasts for standalone Sundance and SilverBow pro forma for the Transaction are based on SilverBow’s assumptions regarding current and prospective market conditions and its due diligence investigation of Sundance. The SilverBow management forecasts for standalone SilverBow, standalone Sundance and SilverBow pro forma for the Transaction also reflect SilverBow management’s expectations regarding, among other things, organic growth and the amounts and timing of related costs and potential economic returns; no unannounced acquisitions; outstanding debt during applicable periods; the availability and cost of capital; the cash flow from existing assets and business activities and the cash effect of income taxes; the level of production of crude oil and natural gas; and other general business, market and financial assumptions.


Prospective financial information regarding Sellers
($ in millions)	2022E	2023E	2024E	2025E	2026E

Daily Production (Mboe/d)	10.0	15.9	20.9	19.8	14.1
EBITDA1	$161	$264	$296	$250	$165
Cash Flow from Operations	$158	$261	$293	$250	$165
Unlevered Free Cash Flow2	$92	$135	$180	$172	$112

Note: Financials assume strip pricing as of 4/6/2022.

1 EBITDA, or Earnings before Interest, Taxes, Depreciation and Amortization, is calculated as earnings before interest, taxes, depreciation and amortization. EBITDA is a non-GAAP financial measure, as it excludes amounts, or is subject to adjustments that effectively exclude amounts, included in the most directly comparable measure calculated and presented in accordance with GAAP in financial statements. EBITDA is not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. EBITDA should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP or as a measure of a company’s profitability or liquidity.

2 Unlevered Free Cash Flow is calculated as EBITDA less capital expenditures and increase (decrease) in net working capital. This measure is not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. Unlevered Free Cash Flow should not be considered in isolation or as a substitute for cash flows from operating activities or any other measure of financial performance presented in accordance with GAAP or as a measure of a company’s profitability or liquidity.


Proxy Statement			SilverBow Resources, Inc. \| 31


Prospective financial information regarding SilverBow
($ in millions)	2022E	2023E	2024E	2025E	2026E

Daily Production (Mboe/d)	43.6	56.5	65.4	73.9	71.5
EBITDA1	$397	$516	$551	$596	$587
Cash Flow from Operations	$377	$500	$536	$580	$573
Unlevered Free Cash Flow2	$237	$364	$381	$417	$413

Note: Financials assume strip pricing as of 4/6/2022.


Prospective financial information regarding SilverBow Pro Forma for the Transaction
($ in millions)	2022E3	2023E	2024E	2025E	2026E

Daily Production (Mboe/d)	50.8	72.4	86.3	99.8	103.4
EBITDA1	$523	$797	$867	$922	$1,015
Cash Flow from Operations	$499	$780	$851	$906	$1,001
Unlevered Free Cash Flow2	$300	$508	$573	$559	$524

Note: Financials assume strip pricing as of 4/6/2022.

3 2022E pro forma projections assume 5/1/2022 effective date.

Opinion of SilverBow’s Financial Advisor

SilverBow engaged Barclays to act as its financial advisor with respect to the Transaction, pursuant to an engagement letter dated December 7, 2021. On April 11, 2022, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the SilverBow Board that, as of such date, from a financial point of view, and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the consideration to be paid by Buyer in the Transaction is fair to SilverBow.

The full text of Barclays’ written opinion is attached as Annex C to this proxy statement. Barclays’ written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays’ opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.


32 \| SilverBow Resources, Inc.			Proxy Statement

In arriving at its opinion, Barclays, among other things:


			•						reviewed and analyzed the Agreement and the specific terms of the Transaction;
			•						reviewed and analyzed publicly available information concerning Sundance and SilverBow that Barclays believed to be relevant to its analysis, including SilverBow’s Annual Report, SilverBow’s March 2022 Corporate Investor Presentation and Sundance’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020;
			•						reviewed and analyzed financial and operating information with respect to the business, operations and prospects of SilverBow furnished to Barclays by SilverBow, including financial projections of SilverBow prepared by management of SilverBow (the “SilverBow Projections”);
			•						reviewed and analyzed financial and operating information with respect to the business, operations and prospects of Sundance furnished to Barclays by SilverBow, including financial projections of Sundance as prepared by management of SilverBow and approved for its use by SilverBow (the “Sundance Projections”);
			•						reviewed and analyzed financial and operating information with respect to the business, operations and prospects of SilverBow pro forma for the consummation of the Transaction (“SilverBow Pro Forma”) furnished to Barclays by SilverBow, including financial projections prepared by management of SilverBow (the “Pro Forma Projections”);
			•						reviewed and analyzed the projected pro forma impact of the Transaction on the future financial performance of SilverBow, including cost savings, operating synergies and other strategic benefits expected by the management of SilverBow to result from a combination of the businesses (the “Expected Synergies”);
			•						reviewed and analyzed estimates of proved, probable and possible oil and gas reserves and resources for SilverBow as prepared by management of SilverBow and furnished to Barclays by SilverBow (the “SilverBow Resources Estimates”);
			•						reviewed and analyzed estimates of proved, probable and possible oil and gas reserves and resources for Sundance as prepared by the management of Sundance and as adjusted by management of SilverBow and furnished to Barclays by SilverBow (such adjusted estimates, the “Sundance Resources Estimates”);
			•						reviewed and analyzed estimates of proved, probable and possible oil and gas reserves and resources for SilverBow Pro Forma prepared by management of SilverBow and furnished to Barclays by SilverBow (the “Pro Forma Resources Estimates”);
			•						reviewed and analyzed published estimates of independent research analysts with respect to the future financial performance and price targets of SilverBow;
			•						reviewed and analyzed commodity price assumptions and the outlook for future commodity prices published by independent information service providers and approved for its use by SilverBow (the “Pricing Assumptions”);
			•						reviewed and analyzed a trading history of the Common Stock from April 6, 2021 to April 6, 2022 and a comparison of such trading history with those of other companies that Barclays deemed relevant;
			•						reviewed and analyzed a comparison of the financial terms of the Transaction with the financial terms of certain other recent transactions that Barclays deemed relevant;
			•						reviewed and analyzed a comparison of the historical financial results and present financial condition of Sundance and SilverBow with each other and with those of other companies that Barclays deemed relevant;
			•						reviewed and analyzed the relative contributions of Sundance and SilverBow to the historical and future financial performance of the combined company on a pro forma basis;
			•						reviewed and analyzed SilverBow’s liquidity profile on a stand-alone and pro forma basis;


Proxy Statement			SilverBow Resources, Inc. \| 33


			•						had discussions with the management of Sundance and SilverBow concerning Sundance’s business, operations, assets, liabilities, financial condition and prospects and with the management of SilverBow concerning its business, operations, assets, liabilities, financial condition and prospects; and
			•						has undertaken such other studies, analyses and investigations as Barclays deemed appropriate.

In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and had not assumed responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of the management of SilverBow that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to SilverBow Projections, the Sundance Projections and the Pro Forma Projections, upon the advice of SilverBow, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of SilverBow as to the future financial performance of SilverBow, Sundance and SilverBow Pro Forma, respectively, and that SilverBow, Sundance and SilverBow Pro Forma will perform substantially in accordance with such projections. With respect to SilverBow Resources Estimates, Barclays discussed this report with the management of SilverBow and upon the advice and at the direction of SilverBow, Barclays assumed that SilverBow Resources Estimates were a reasonable basis on which to evaluate SilverBow’s oil and gas resources. With respect to the Sundance Resources Estimates, Barclays discussed this report with the management of SilverBow and upon the advice and at the direction of SilverBow, Barclays assumed that the Sundance Resources Estimates were a reasonable basis on which to evaluate Sundance’s oil and gas resources. With respect to the Pro Forma Resources Estimates, Barclays discussed this report with the management of SilverBow and upon the advice and at the direction of SilverBow, Barclays assumed that the Pro Forma Resources Estimates were a reasonable basis on which to evaluate SilverBow Pro Forma’s oil and gas resources. Furthermore, upon the advice of SilverBow, Barclays assumed that the amounts and timing of the Expected Synergies were reasonable and that the Expected Synergies will be realized in accordance with such estimates. Upon the advice and at the direction of SilverBow, Barclays also assumed that the Pricing Assumptions were a reasonable basis on which to evaluate the future commodity pricing environment. Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. Upon the advice of SilverBow, Barclays assumed that all of the contingent consideration that is to be paid pursuant to the Agreement will become payable. Barclays assumed no responsibility for and expressed no view as to the likelihood of the achievement or satisfaction of the conditions necessary for the contingent consideration to become payable in accordance with the Agreement. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of SilverBow or Sundance and did not make or obtain any evaluations or appraisals of the assets or liabilities of SilverBow or Sundance. Barclays’ opinion was necessarily based upon market, economic, regulatory and other conditions as they existed on, and could be evaluated as of, April 13, 2022. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that have occurred after April 13, 2022. Barclays expressed no opinion as to the prices at which Common Stock would trade following the announcement or consummation of the Transaction.

Barclays assumed the accuracy of the representations and warranties contained in the Agreement and all the agreements related thereto. Barclays also assumed, upon the advice of SilverBow, that all material governmental, regulatory and third party approvals, consents and releases for the Transaction would be obtained within the constraints contemplated by the Agreement and that the Transaction will be consummated in accordance with the terms of the Agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the Transaction, nor did Barclays’ opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood SilverBow had obtained such advice as it deemed necessary from qualified professionals.

In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of Common Stock but rather made its determination as to fairness, from a financial point of view, to SilverBow of the consideration to be paid by Buyer in the Transaction on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.


34 \| SilverBow Resources, Inc.			Proxy Statement

In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses used by Barclays in preparing its opinion to the SilverBow Board. The summary of Barclays’ analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays’ opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

For the purposes of its analyses and reviews, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of SilverBow or any other parties to the Transaction. No company, business or transaction considered in Barclays’ analyses and reviews is identical to SilverBow, Sundance or the Transaction, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays’ analyses and reviews. None of SilverBow, Sundance, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays’ analyses and reviews are inherently subject to substantial uncertainty.

The summary of the financial analyses and reviews summarized below include information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays’ analyses and reviews.

Summary of Analyses

The following is a summary of the principal financial analyses performed by Barclays with respect to Sundance and SilverBow in preparing Barclays’ opinion:


			•						net asset valuation analysis;
			•						comparable transaction analysis; and
			•						comparable company analysis.

Each of these methodologies was used to generate reference upstream valuation or enterprise and equity value ranges, as applicable, for each of Sundance and SilverBow. Where applicable, the upstream valuation ranges for each company were adjusted for appropriate on-balance sheet and off-balance sheet assets and liabilities to arrive at enterprise value ranges for each company, including, as applicable without limitation, the estimated value impact of each company’s current commodity hedging portfolio; corporate taxes; minimum volume commitments; and future estimated general and administrative expenses. The enterprise value ranges for SilverBow were then adjusted for net debt to arrive at implied equity value ranges (in aggregate dollars). The implied equity value ranges for SilverBow were then divided by its diluted shares outstanding, consisting of primary shares and incorporating the dilutive effect of outstanding options or other dilutive securities, as appropriate, as provided by SilverBow, in order to derive implied equity value ranges per share for SilverBow. For the net asset valuation analysis, the comparable company analysis, and the comparable transaction analysis, the


Proxy Statement			SilverBow Resources, Inc. \| 35

reference enterprise value range for Sundance was compared to the implied enterprise value of the transaction consideration and the implied per share equity value range of Common Stock was compared to the price per share of Common Stock as of April 6, 2022.

In addition to performing the net asset valuation analysis, comparable transaction analysis and comparable company analysis, Barclays also analyzed and reviewed: (i) the relative financial and operating contribution of Sundance and SilverBow to the combined company; (ii) the pro forma impact of the merger to the combined company on projected cash flow per share and free cash flow per share; (iii) an illustrative project returns analysis; and (iv) the publicly available price targets of SilverBow published by independent equity research analysts associated with various Wall Street firms.

Net Asset Valuation Analysis

Barclays estimated the present value of the future after-tax cash flows expected to be generated from the Sundance Resources Estimates and the SilverBow Resources Estimates and Pro Forma Resources Estimates based on reserve, production and capital and operating cost estimates provided by Sundance, and adjusted by SilverBow, and provided by SilverBow, respectively. The present value of the future after-tax cash flows was determined using a range of discount rates. Barclays then, at the direction of SilverBow management, adjusted the present values of the cash flows by adding or subtracting as applicable (i) the present value of after-tax general and administrative costs provided by SilverBow management for Sundance, SilverBow and SilverBow Pro Forma, calculated based on multiples based on Sundance’s, SilverBow’s and SilverBow Pro Forma’s high and low valuation ranges; (ii) certain other capital expenditure and cost adjustments provided by SilverBow management for Sundance, SilverBow and SilverBow Pro Forma; and (iii) the present value of hedges for each of SilverBow, Sundance and SilverBow Pro Forma.

Certain of the oil and natural gas price scenarios employed by Barclays were based on New York Mercantile exchange (“NYMEX”) price forecasts (Henry Hub, Louisiana delivery for natural gas and West Texas Intermediate (“WTI”), Cushing, Oklahoma delivery for oil), to which adjustments were made by Barclays, at the direction of SilverBow management, to reflect location and quality differentials. NYMEX gas price quotations are stated in heating value equivalents per million British Thermal Units (“MMbtu”). NYMEX oil price quotations are stated in dollars per barrel (“Bbl”), of crude oil.

The following table summarizes the oil and natural gas price scenarios SilverBow employed to estimate the future after-tax cash flows for each of the reserve and resource categories that Barclays considered for Sundance, SilverBow and SilverBow Pro Forma. Case I reflects an approximation of the NYMEX strip as of the close of business on April 6, 2022. Case II reflects a high commodity price scenario and Case III reflects a low commodity price scenario, in each case relative to the NYMEX Strip case and held constant over the period of time set forth below. Based on its experience in the oil and gas E&P industry, SilverBow determined that Case II and Case III were appropriate sensitivities to the Case I Strip and directed Barclays to use Case I, Case II and Case III in its analysis.


	2022E1	2023E	2024E	2025E	2026E
Oil – WTI ($ / Bbl)
Case I Strip	$95.32	$85.96	$79.79	$75.00	$71.14
Case II	$90.00	$90.00	$90.00	$90.00	$90.00
Case III	$55.00	$55.00	$55.00	$55.00	$55.00

1 The 2022E strip represents the average strip price from May 1, 2022 through December 31, 2022.


	2022E1	2023E	2024E	2025E	2026E
Gas – HHUB ($ / MMBtu)
Case I Strip	$6.09	$4.78	$4.04	$4.01	$4.09
Case II	$5.00	$5.00	$5.00	$5.00	$5.00
Case III	$2.50	$2.50	$2.50	$2.50	$2.50

1 The 2022E strip represents the average strip price from May 1, 2022 through December 31, 2022.

In addition, at the direction of SilverBow management, Barclays employed NGL prices with respect to SilverBow’s and Sundance’s assets, based on correlations of NGL prices to WTI prices (expressed as a


36 \| SilverBow Resources, Inc.			Proxy Statement

percentage relative to WTI prices) used in the SilverBow Resources Report and Sundance Resources Report. The following chart shows the NGL prices expressed as a percentage of the WTI benchmark prices.


	2022E	2023E	2024E	2025E	2026E
Natural Gas Liquids
Sundance	35%	36%	36%	36%	36%
SilverBow	29%	30%	31%	31%	31%

These net asset valuation analyses yielded valuations for Sundance that implied an enterprise value range of $500 million to $675 million for Case I, $675 million to $925 million for Case II and $175 million to $250 million for Case III, in each case as compared to the implied enterprise value of the Transaction consideration of $370 million, calculated as $225,000,000 in cash and 4,148,472 shares of Common Stock assuming a Common Stock per share price of $35.88, less a $16.5 million mark-to-market adjustment for Sundance’s hedge positions and plus a PV-10 of contingent payments assuming the Case I strip pricing. Barclays noted that the implied enterprise value of the Transaction consideration was below the range in Case I and Case II and above the range in Case III. These net asset valuation analyses also yielded valuations for SilverBow and SilverBow Pro Forma that implied a reference share price range for each share of Common Stock of $74.45 to $108.81 for SilverBow and $77.51 to $114.53 for SilverBow Pro Forma for Case I, $100.22 to $146.03 for SilverBow and $107.58 to $157.33 for SilverBow Pro Forma for Case II and $22.91 to $38.65 for SilverBow and $19.67 to $37.02 for SilverBow Pro Forma for Case III, each as compared to the price per share of Common Stock as of April 6, 2022 of $35.88. Barclays also noted that the price per share of Common Stock as of April 6, 2022 for SilverBow was below the reference share price range for SilverBow and SilverBow Pro Forma for Case I and Case II and was within the range for SilverBow and SilverBow Pro Forma for Case III.

Selected Comparable Transaction Analysis

Barclays reviewed and compared the purchase prices and financial multiples paid in selected transactions in the oil and gas industry that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions based on, among other things, the similarity of the applicable target companies in the transactions to Sundance and SilverBow with respect to the size, focus, commodity mix, reserve profile, margins and other characteristics of their respective businesses.

The reasons for and the circumstances surrounding each of the selected comparable transactions analyzed were diverse and there are inherent differences in the respective businesses, operations, financial condition and prospects of each of Sundance and SilverBow and the companies included in the selected comparable transaction analysis. Accordingly, Barclays believed that a purely quantitative selected comparable transaction analysis would not be particularly meaningful in the context of considering the Transaction. Barclays therefore made qualitative judgments concerning differences between the characteristics of the selected comparable transactions and the Transaction which would affect the acquisition values of the selected target companies, Sundance and SilverBow. The criteria used in selecting the transactions analyzed included: (i) gas-weighted Eagle Ford comparables where the production commodity mix was less than or equal to 50% oil; (ii) oil-weighted Eagle Ford comparables where the production commodity mix was greater than 50% oil; and (iii) total Eagle Ford comparables.

The following table sets forth the transactions analyzed for the gas-weighted comparables:


Date Announced	Target	Acquirer
10/11/2021	Teal	SilverBow Resources
8/13/2021	PetroEdge Energy IV, LLC (“PetroEdge”)	SilverBow Resources
10/2/2020	Gavilan Resources	Mesquite Energy
11/6/2019	Rocky Creek Resources	Marathon Oil
8/21/2018	Harvest Oil and Gas	Magnolia Oil and Gas
1/12/2017	Anadarko Petroleum	Sanchez Energy
1/3/2017	SM Energy Company	KKR; Venado Oil & Gas, LLC
8/3/2016	Newfield Exploration	Protege Energy III LLC


Proxy Statement			SilverBow Resources, Inc. \| 37

The following table sets forth the transactions analyzed for the oil-weighted comparables:


Date Announced	Target	Acquirer
10/5/2021	Callon Petroleum	Texas American Resources
9/15/2021	Rosewood Resources	Warwick Investment Group
8/4/2021	San Isidro Energy Company II, LLC	SilverBow Resources
7/12/2021	Lonestar Resources	Penn Virginia
7/8/2021	Hawkwood Energy	Wildfire Energy
3/24/2021	Ovintiv	Validus Energy
11/3/2020	Penn Virginia	Juniper Capital
11/3/2020	Rocky Creek Resources	Penn Virginia
7/15/2019	Carrizo Oil & Gas, Inc.	Callon Petroleum Company
6/1/2018	Texas American Resources	Venado Oil & Gas
4/3/2018	Comstock Resources	NextEra
3/20/2018	Enervest	TPG Pace Energy Holdings
3/15/2018	Pioneer, Reliance & Newpek	Sundance Energy
3/14/2018	Gulftex Energy	Enervest Management Partners
1/2/2018	Hunt Oil	Penn Virginia
12/12/2017	Carrizo Oil & Gas, Inc.	EP Energy
7/31/2017	Devon Energy	Penn Virginia
6/29/2017	PetroLegacy Energy I	Armor Energy LLC
5/30/2017	Battlecat & Sanchez	Lonestar Resources
5/11/2017	Anadarko Petroleum	WildHorse
1/24/2017	Halcon Resources	Hawkwood Energy
10/24/2016	Clayton Williams Energy	WildHorse
10/24/2016	Sanchez Energy Corporation	Carrizo Oil & Gas, Inc.
5/17/2016	BlackBrush	EnerVest
5/17/2016	Gulftex Energy	EnerVest

The following table sets forth the transactions analyzed for the total Eagle Ford comparables:


Date Announced	Target	Acquirer
1/4/2022	TreadStone Energy	Lime Rock
11/8/2021	Reliance Eagle Ford Upstream	Ensign Natural Resources
11/7/2019	Equinor	Repsol
11/19/2018	Sabine Oil & Gas / Alerion Gas	Lonestar Resources
7/26/2018	BHP	BP
8/17/2017	Sanchez Energy	Vitruvian Exploration
8/7/2017	Noble Energy	Verdun Oil Company
11/21/2016	Stonegate Production Company	Shun Cheong Holdings Ltd.
7/13/2016	Undisclosed	Pilgrim Petroleum
1/27/2016	AWE Limited	Carrier Energy Partners II


38 \| SilverBow Resources, Inc.			Proxy Statement

As part of its comparable transaction analysis, Barclays calculated and analyzed the implied daily production multiples at the time of announcement and net acres for each of the selected comparable transactions. All of these calculations were performed and based on publicly available financial data including company filings. The results of the comparable transactions analysis are summarized below:


	Low		High		Median
Gas-Weighted Comparables
Enterprise Value to Daily Production ($/Boe/d)	$	1,842	$	39,850	$	27,888
Enterprise Value to Headline Net Acre ($/Acre)	$	649	$	21,333	$	5,959
Oil-Weighted Comparables
Enterprise Value to Daily Production ($/Boe/d)	$	7,738	$	130,368	$	57,269
Enterprise Value to Headline Net Acre ($/Acre)	$	535	$	119,343	$	9,929
Total Eagle Ford Comparables
Enterprise Value to Daily Production ($/Boe/d)	$	9,559	$	100,000	$	47,630
Enterprise Value to Headline Net Acre ($/Acre)	$	1,500	$	82,833	$	9,364

Based upon Barclays’ judgments as described above, Barclays’ comparable transaction analysis yielded an implied enterprise value range of $200 million to $450 million for Sundance, as compared to the implied enterprise value of the transaction consideration of $370 million, and an implied reference share price range for the Common Stock of $17.18 to $48.68, as compared to the price per share of Common Stock as of April 6, 2022 of $35.88. Barclays noted that the implied enterprise value of the transaction consideration was within the enterprise value reference range and that the price per share of Common Stock as of April 6, 2022 was within the implied reference share price range, each as calculated by Barclays’ selected precedent transaction analysis.

Selected Comparable Company Analysis

In order to assess how the public market values shares of similar publicly traded companies and to calculate a range of implied equity values per share of Common Stock, Barclays reviewed and compared specific financial and operating data relating to SilverBow with selected companies that Barclays, based on its experience in the oil and gas E&P industry, deemed comparable to SilverBow.

The selected comparable companies with respect to SilverBow were:


			•						Magnolia Oil & Gas Corporation;
			•						Ranger Oil Corporation;
			•						Callon Petroleum Company;
			•						SM Energy Company;
			•						Laredo Petroleum, Inc.; and
			•						Earthstone Energy, Inc.

Barclays calculated and compared various financial multiples and ratios of SilverBow and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed the ratio of equity value to free cash flow (“FCF”) yield for 2022 and 2023 based on Wall Street research estimates per FactSet Research Systems (“FactSet”), an independent third party data provider. In addition, Barclays calculated and analyzed the ratio of enterprise value to earnings before interest, taxes, depreciation and amortization (“EBITDA”) for 2022 and 2023 based on Wall Street research estimates per FactSet, and latest daily production (measured in Boe/d), in each case, based on SilverBow’s and the selected comparable companies latest public filings. The enterprise value of each company was obtained by adding its short and long-term debt to the sum of the market value of its common equity and subtracting its cash and cash equivalents. All of these calculations were performed, and based on publicly available financial data including company filings and FactSet estimates and closing prices, as of April 6, 2022.


Proxy Statement			SilverBow Resources, Inc. \| 39

The results of this selected comparable company analysis are summarized below:


	Low	High	Median
2022E FCF to Equity Value	14.5%	24.5%	18.1%
2023E FCF to Equity Value	11.2%	37.8%	21.2%
Enterprise Value to 2022E EBITDAX	3.0x	4.4x	3.7x
Enterprise Value to 2023E EBITDAX	2.5x	5.2x	3.3x
Enterprise Value to Latest Daily Production ($/Boe/d)	$34,979	$83,273	$48,965

Barclays selected the comparable companies listed above because their businesses and operating profiles are reasonably similar to that of SilverBow. However, because no selected comparable company is exactly the same as SilverBow, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the respective businesses, financial and operating characteristics and prospects of SilverBow and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between SilverBow and the companies included in the selected company analysis.

Based upon these judgments, Barclays’ selected comparable company analysis yielded an implied reference share price range for the Common Stock of $22.91 to $42.95, as compared to the price per share of Common Stock as of April 6, 2022 of $35.88. Barclays noted that the price per share of Common Stock as of April 6, 2022 was within the implied reference share price range, as calculated by Barclays’ selected comparable company analysis.

Other Factors

Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were references for informational purposes, including, among other things, the Relative Contribution Analysis, Pro Forma Merger Consequences Analysis, Project Returns Analysis and Equity Research Analyst Price Targets Analysis described below.

Relative Contribution Analysis

Barclays reviewed and analyzed the relative contribution of Sundance and SilverBow, respectively, to the pro forma combined company of selected asset metrics, including reserves and production, and financial metrics, including unlevered FCFs. The analysis excluded synergies.

Barclays reviewed and analyzed SilverBow’s and Sundance’s contribution of production based on estimates of production each for 2022, 2023 and 2024 from the management of SilverBow and the management of Sundance. SilverBow contributed 81%, 78% and 76% of the pro forma enterprise value based on 2022, 2023 and 2024 estimated production, respectively. Barclays also reviewed and analyzed SilverBow’s and Sundance’s contribution based on estimates of EBITDA each for 2022, 2023 and 2024 from the management of SilverBow and the management of Sundance. SilverBow contributed 71%, 66% and 65% of the pro forma enterprise value based on 2022, 2023 and 2024 estimated EBITDA, respectively. Further, Barclays reviewed and analyzed estimated Sundance and SilverBow unlevered FCF contribution for 2022, 2023 and 2024 to the combined company based on estimates provided by the management of each of Sundance and SilverBow. Barclays noted that SilverBow contributed 72%, 73% and 68% of the pro forma enterprise value based on 2022, 2023 and 2024 estimated unlevered FCFs, respectively. Barclays further reviewed and analyzed SilverBow’s and Sundance’s contribution based on estimates of 3P pre-tax PV-10, 3P Resource (MMboe) and Net Economic Locations to the combined company based on estimates provided by the management of SilverBow and the management of Sundance. Barclays noted that SilverBow contributed 77%, 80% and 68% of the pro forma enterprise value based on these metrics.

Pro Forma Merger Consequences Analysis

Barclays reviewed and analyzed the pro forma impact of the Transaction on estimated FCF per share for 2022 and 2023 and estimated cash flow (“CF”) per share for 2022 and 2023 for SilverBow and SilverBow Pro


40 \| SilverBow Resources, Inc.			Proxy Statement

Forma. With respect to FCF per share and CF per share for SilverBow and SilverBow Pro Forma, Barclays reviewed the pro forma impact of these metrics for 2022 and 2023 using the SilverBow Projections, the Sundance Projections and Pro Forma Projections. Barclays noted that pro forma FCF per share for SilverBow Pro Forma would be accretive to the standalone FCF per share for SilverBow for 2022 and 2023 based on the SilverBow Projections, the Sundance Projections and Pro Forma Projections. Pro forma CF per share for SilverBow Pro Forma would be accretive to the standalone CF per share for SilverBow for 2022 and 2023 using the SilverBow Projections, the Sundance Projections and Pro Forma Projections.

Project Returns Analysis

Barclays performed a project returns analysis based on the Sundance Projections, to determine the range of prices a financial buyer would be willing pay to acquire Sundance on a stand-alone basis with an illustrative capital structure based upon current market conditions. For purposes of this analysis, Barclays assumed the following in its analysis: (i) target internal rates of return ranging from 20% to 30% (ii) an approximation of the NYMEX strip as of the close of business on April 6, 2022, (iii) a 7.75% interest rate on funded debt and (iv) a 25% cash flow sweep. This analysis resulted in a range of implied enterprise values for Sundance of $575 million to $675 million, as compared to the implied enterprise value of the transaction consideration of $370 million. Barclays noted that the implied enterprise value of the transaction consideration was below the enterprise value reference range as calculated by Barclays’ Project Returns Analysis.

Equity Research Analyst Price Targets Analysis

Barclays evaluated the publicly available price targets of SilverBow published by independent equity research analysts associated with various Wall Street firms. The range of undiscounted analyst price targets for Common Stock was $39.00 to $75.00 per share as of April 6, 2022, as compared to the price per share of Common Stock as of April 6, 2022 of $35.88. Barclays noted that the price per share of Common Stock as of April 6, 2022 was below the implied reference share price range, each as calculated by Barclays’ equity research analyst price targets analysis.

General

Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The SilverBow Board selected Barclays because of its familiarity with SilverBow and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the Transaction.

Barclays is acting as financial advisor to SilverBow in connection with the Transaction. As compensation for its services in connection with the Transaction, SilverBow paid Barclays $1 million upon the delivery of Barclays’ opinion (the “Opinion Fee”). The Opinion Fee was not contingent upon the conclusion of Barclays’ opinion or the consummation of the Transaction. Additional compensation of $4 million will be payable on completion of the Transaction against which the amounts paid for the opinion will be credited. In addition, SilverBow has agreed to reimburse Barclays for a portion of its reasonable expenses incurred in connection with the Transaction and to indemnify Barclays for certain liabilities that may arise out of its engagement by SilverBow and the rendering of Barclays’ opinion. Barclays has performed various investment banking and financial services for SilverBow in the past, and is likely to perform such services in the future, and has received, and is likely to receive, customary fees for such services. Other than as described above in connection with the Transaction, Barclays has not received investment banking fees from SilverBow or from Sundance since January 1, 2020.

Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and nonfinancial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of Sundance and SilverBow and their respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.


Proxy Statement			SilverBow Resources, Inc. \| 41

Regulatory Approvals

The completion of the Transaction is subject to approval for listing on the NYSE, subject to official notice of issuance.

Listing of the Shares of Common Stock on the NYSE

The shares of Common Stock are listed on the NYSE under the symbol “SBOW.” It is a condition of closing that the shares of Common Stock issuable under the Agreement be accepted for listing on the NYSE.

Board of Directors and Management of SilverBow Following Completion of the Transaction

Upon closing of the Transaction, the SilverBow Board and executive management will remain unchanged.

Anticipated Accounting Treatment

The Company expects to account for the Transaction as an asset acquisition under accounting principles generally accepted in the United States of America, as the assets and operations acquired in the Transaction do not meet the definition of a business under the FASB Accounting Standards Codification Topic 805, Business Combinations, since substantially all of the fair value of the assets acquired are concentrated in a single asset group.

Appraisal Rights

Shareholders will not have appraisal rights in connection with the Transaction.


42 \| SilverBow Resources, Inc.			Proxy Statement

THE AGREEMENT

The following is a discussion of the material provisions of the Agreement. This is only a summary and may not contain all of the information that is important to you. A copy of the full text of the Agreement is attached to this proxy statement as Annex A and is incorporated herein by reference. In the event of any discrepancy between the summary below and the full text of the Agreement, the Agreement shall control.

The Transaction

Buyer will acquire all of Sellers’ right, title and interest in certain oil and gas properties and related assets and contracts located in Atascosa, La Salle, Live Oak and McMullen Counties, Texas (the “Conveyed Interests”). Within two business days of signing, Buyer delivered to escrow a deposit of $32 million which will be applied toward the cash purchase price at closing. The Agreement has an effective time of 7:00 a.m., Central Time, on May 1, 2022.

Purchase Consideration

Based on the 30-day volume weighted average price of the Common Stock as of April 8, 2022, the total consideration to be paid at the closing of the Transaction will be approximately $354,000,000, comprising (i) $225,000,000 in cash, subject to customary adjustments, and (ii) 4,148,472 shares of Common Stock. Sellers may also receive up to $15,000,000 in contingent cash consideration based on crude price levels in 2022 and 2023.

Purchase and Sale

The Agreement provides, among other things, that:


			•			Buyer will pay to Sellers $225,000,000 in cash;
			•			SilverBow will issue to designees of Sellers 4,148,472 fully paid and non-assessable shares of Common Stock;
			•			Sellers will assign the Conveyed Interests to Buyer; and
			•			Buyer will be required to make contingent payments of $7,500,000 in each of 2022 and 2023 if the average price of WTI crude equals or exceeds certain levels.

The Cash Consideration is subject to adjustment under the Agreement by increases or decreases as follows (without duplication):


			•			increased by the amount of inventory or hydrocarbon that are in storage, constitute line fill or exist in stock tanks, pipelines or plants as of the effective time;
			•			increased by property expenses attributable to period from and after the effective time that are paid or borne by Sellers;
			•			increased by asset taxes allocated to Buyer that are paid or borne by Sellers;
			•			increased by under-produced volumes that constitute well imbalances;
			•			increased by over-delivered volumes that constitute pipeline imbalances;
			•			increased by the overhead of Sellers for the period from the execution date of the Agreement to the closing date;
			•			increased by accounts receivables not reimbursed to Sellers prior to final settlement between the Parties;
			•			increased by any seller hedges termination cost;
			•			increased by seller hedge losses attributable to periods beginning with the effective time and ending on the closing date;
			•			decreased by the amount of production proceeds received by Sellers and attributable to production from and after the effective time;
			•			decreased by asset taxes allocated to Sellers but paid or borne by Buyer;
			•			decreased by amount of title defect adjustments and environmental defect adjustments;
			•			decreased by overproduced volumes that constitute well imbalances;
			•			decreased by under-delivered volumes that constitute pipeline imbalances;
			•			decreased by amount held in suspense by Sellers;


Proxy Statement			SilverBow Resources, Inc. \| 43


			•			decreased by seller hedge gains attributable to periods beginning with the effective time and ending on the closing date; and
			•			decreased by $16,497,266, representing seller hedge losses based on the value of seller hedges as of December 31, 2021.

Certain Ordinary-Course Costs and Revenues

For revenues earned or property costs incurred with respect to the Conveyed Interests attributable to the time period prior to the effective time:


			•						Sellers shall be entitled to all amounts earned and all rights of ownership attributable to the Conveyed Interests for the time period prior to the effective time other than revenues associated with certain scheduled operations; and
			•						Sellers shall be responsible for all property expenses attributable to the Conveyed Interests for the time period prior to the effective time other than costs associated with certain scheduled operations.

For revenues earned or property costs incurred with respect to the Conveyed Interests from and after the effective time:


			•						Buyer shall be entitled to all amounts earned and all rights of ownership attributable to the Conveyed Interests for the time period from and after the effective time and to certain scheduled operations regardless of when such operations occurred; and
			•						Buyer shall be responsible for all property expenses attributable to the Conveyed Interests for the time period from and after the effective time and to certain scheduled operations regardless of when such operations occurred.

Representations and Warranties

The Agreement contains certain customary representations and warranties, many of which are qualified by knowledge, materiality or material adverse effect, made by Buyer Parties, on one hand, and Sellers, on the other hand. The statements embodied in those representations and warranties are made solely for purposes of the Agreement and are subject to important qualifications and limitations agreed to by Buyer Parties and Sellers in connection with negotiating its terms. Buyer’s and SilverBow’s representations and warranties relate to, among other things:


			•						organization, existence and qualification;
			•						necessary proceedings to authorize the Agreement and the transactions contemplated thereby;
			•						absence of any conflict or violation of organizational documents, applicable laws or contracts as a result of entering into and carrying out SilverBow’s and Buyer’s obligations of the Agreement;
			•						consents required in connection with the transactions contemplated by the Agreement;
			•						no bankruptcy;
			•						no litigation;
			•						Buyer’s qualification under applicable laws to assume ownership and operation of the Conveyed Interests;
			•						SilverBow and Buyer’s financial ability to consummate the transactions contemplated by the Agreement without any financing contingency;
			•						Buyer is sophisticated and economically able to consummate the Transaction;
			•						no broker’s fees for which Sellers will be responsible;
			•						Buyer is an accredited investor;
			•						SilverBow’s and its subsidiaries’ capitalization and authorized shares;
			•						compliance with applicable securities laws, including SEC filing requirements and NYSE listing matters;
			•						timely submission of SEC filings;
			•						compliance with applicable securities laws;
			•						compliance with applicable laws generally;


44 \| SilverBow Resources, Inc.			Proxy Statement


			•						no material write-downs, damages or material adverse effect at SilverBow or any of its subsidiaries since December 31, 2021; and
			•						filing of Form S-3 in connection with the resale of shares that Sellers are acquiring.

Sellers have made customary representations and warranties that relate to, among other things:


			•						organization existence and qualification;
			•						necessary power and authority to authorize the Agreement and the transactions contemplated thereby;
			•						absence of any conflict or violation of organizational documents, applicable laws or contracts as a result of entering into and carrying out Sellers’ obligations under the Agreement;
			•						consents required in connection with the transactions contemplated by the Agreement;
			•						no bankruptcy;
			•						litigation;
			•						material contracts;
			•						compliance with laws;
			•						preferential purchase rights;
			•						imbalances;
			•						taxes;
			•						no broker’s fees for which Buyer Parties will be responsible;
			•						breaches or violations of environmental laws;
			•						suspense funds;
			•						permits, licenses, registrations and approvals;
			•						current commitments;
			•						payout balances;
			•						payment for production;
			•						no non-consent operations;
			•						leases;
			•						operation of wells; and
			•						accredited investor.

Material Adverse Effect

Many of the representations and warranties and certain of the conditions to complete the Transaction are subject to a material adverse effect qualification. A “material adverse effect,” which is applicable to representations and warranties of Sellers and those pertaining to the Conveyed Interests and certain of the related conditions to complete the Transaction, means an event or circumstance that, individually or in the aggregate, results in a material adverse effect on the ownership, operation or value of the Conveyed Interests, taken as a whole and as currently operated as of the execution date of the Agreement or a material adverse effect on the ability of Sellers to consummate the transactions contemplated by the Agreement and perform its obligations hereunder; provided, however, that the term “material adverse effect” shall not include any material adverse effect resulting from: (a) entering into the Agreement or the announcement of the transactions contemplated by the Agreement; (b) any action or omission of Sellers taken in accordance with the terms of the Agreement or with the prior consent of Buyer; (c) changes in general market, economic, financial, or political conditions (including changes in commodity prices, fuel supply or transportation markets, interests or rates), regardless of location; (d) changes in conditions or developments generally applicable to the oil and gas industry; (e) acts of God, including hurricanes, storms or other naturally occurring events; (f) acts or failures to act of a governmental authority; (g) civil unrest, any outbreak of disease or hostilities, epidemics, pandemics, terrorist activities or war or any similar disorder; (h) matters that are cured or no longer exist by the earlier of closing and the termination of the Agreement; (i) any reclassification or recalculation of reserves in the ordinary course of business; (j) changes in the prices of any hydrocarbons; (k) a change in laws and any interpretations thereof from and after the execution date of the Agreement; (l) changes in service costs generally applicable to the oil and gas industry in the United States; (m) strikes and labor disturbances and (n) natural declines in well performance; provided that the exceptions in clauses (c) and (d) above shall apply only to the extent that such changes do not have a disproportionate impact


Proxy Statement			SilverBow Resources, Inc. \| 45

on any Seller as compared to other persons in the oil and gas industry related to similarly situated operations in the geographic region in which the Conveyed Interests are located.

A “buyer material adverse effect” means a material adverse effect on the ability of SilverBow or Buyer to consummate the transactions contemplated by the Agreement and perform their respective obligations under the Agreement.

Conduct of Business of Sellers Pending Closing

Until closing, Sellers shall:


			•						maintain the Conveyed Interests in the usual and ordinary manner consistent with past practice;
			•						maintain all material governmental permits and approvals affecting the Conveyed Interests;
			•						maintain the books of account and records relating to the Conveyed Interests in the usual and ordinary manner, in accordance with its usual accounting practices;
			•						maintain insurance coverage on the Conveyed Interests in the amounts and types currently in force; and
			•						notify Buyer of any election that Sellers are required to make under any material contract or with respect to the Conveyed Interests, specifying the nature and time period associated with such election.

Except for scheduled activities, emergency actions and actions consented to by Buyer, until closing, Sellers shall not:


			•						except in the case of any contracts that are crude oil, condensate, and natural gas purchase and sale, gathering, transportation, processing, storage, separation, compression and marketing arrangements entered into in the ordinary course of business that are terminable without penalty on 60 days’ notice or less, enter into an applicable contract that, if entered into on or prior to the execution date, would be required to be listed in a schedule to the Agreement, or materially amend the terms of any material contract;
			•						terminate (unless such material contract terminates pursuant to its stated terms) or materially amend the terms of any material contract (including any of Sellers’ hedges except in accordance with the Agreement or in the ordinary course of business consistent with Sellers’ past practice);
			•						propose or commit to any operation reasonably expected to cost Sellers in excess of $200,000 (including any buyer benefit operations proposed by any third party);
			•						transfer, sell, mortgage, pledge or dispose of the Conveyed Interests (or permit any affiliate to do any of the foregoing), other than (A) the transfer, sale, or disposal of hydrocarbons in the ordinary course of business, and (B) sales of equipment that are obsolete or are no longer necessary or desirable in the operation of the Conveyed Interests or for which replacement equipment has been or shall be obtained;
			•						waive, release, assign, settle or compromise any liabilities attributable to the Conveyed Interests that would be an assumed obligation after closing, except for any settlement that (A) requires payment of less than $100,000, and (B) would not impose any material obligations or restrictions on the Conveyed Interests after the closing; or
			•						commit to do any of the foregoing.

Conduct of Business of Buyer Pending Closing

Until closing, Buyer Parties shall use commercially reasonable efforts to operate their businesses in the ordinary course, maintain its books in the ordinary manner in accordance with its usual accounting practices and preserve substantially intact the present business organization of Buyer Parties. Except as required by law or the shareholder approval or as consented to by Sellers, until closing, Buyer Parties shall not:


			•						amend, modify, waive, rescind, restate or otherwise change SilverBow’s organizational documents;
			•						authorize, declare, set aside, make or pay any dividends on or any distributions with respect to its outstanding shares of capital stock or other equity interests (whether in cash, assets, stock or other Securities of SilverBow);
			•						liquidate, dissolve, recapitalize or adopt a plan of liquidation or dissolution;
			•						issue any shares of preferred stock of SilverBow;
			•						enter into any agreement relating to an acquisition or investment if it would require shareholder approval that would impact the Transaction;


46 \| SilverBow Resources, Inc.			Proxy Statement


			•						act in violation or contravention of any material provision of SilverBow’s or Buyer’s organizational documents, applicable law or regulations;
			•						change accounting methods (except as required by GAAP or law); or
			•						agree, commit or authorize, in writing or otherwise, to take any of the foregoing actions.

Conditions to Completion of the Transaction

Sellers’ Conditions to Closing

The obligation of Sellers to consummate the transactions contemplated by the Agreement is subject to the satisfaction or waiver of the following conditions as of the closing:


			•						the representations and warranties of Buyer (a) that are qualified by materiality qualifiers shall be true and correct in all respects, and (b) that are not qualified by materiality qualifiers shall be true and correct in all material respects, in each case, on and as of the execution date of the Agreement and the closing date, with the same force and effect as though such representations and warranties had been made or given on and as of the closing date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date);
			•						Buyer shall have materially performed or complied with all obligations, agreements and covenants contained in the Agreement as to which performance or compliance by Buyer is required prior to or at the closing date;
			•						no material suit, action, litigation or other proceeding instituted by any third party shall be pending before any governmental authority seeking to restrain, prohibit, or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by the Agreement;
			•						the sum of title and environmental defects (including allocated values of Conveyed Interests excluded from the Transaction due to defects) and allocated values of Conveyed Interest excluded due to unobtained required consents and un-waived preferential purchase rights, shall be less than $48 million;
			•						Buyer shall have delivered (or be ready, willing and able to deliver at closing) to Sellers the documents and other items required to be delivered by Buyer under the Agreement;
			•						the shares of Common Stock being issued in the Transaction shall have been approved for listing on the NYSE, subject to official notice of issuance; and
			•						the SilverBow’s shareholder approval shall have been obtained.

Buyer’s Conditions to Closing

The obligation of Buyer to consummate the transactions contemplated by the Agreement is subject to the satisfaction or waiver of the following conditions as of the closing:


			•						the representations and warranties of Sellers were true and correct as of the execution date of the Agreement and shall be true and correct (in each case, without regard to materiality or material adverse effect qualifiers) on and as of the closing date as though such representations and warranties had been made or given on and as of the closing date (other than representations and warranties that refer to a specified date, which need only be true and correct on and as of such specified date), except for those breaches, if any, of such representations and warranties that in the aggregate would not have a material adverse effect;
			•						Sellers shall have materially performed or complied with all obligations, agreements, and covenants contained in the Agreement as to which performance or compliance by Sellers is required prior to or at the closing date;
			•						no material suit, action, litigation or other proceeding instituted by any third party shall be pending before any governmental authority seeking to restrain, prohibit, enjoin, or declare illegal, or seeking substantial damages in connection with, the transactions contemplated by the Agreement;
			•						the sum of title and environmental defects (including allocated values of Conveyed Interests excluded from the Transaction due to defects) and allocated values of Conveyed Interest excluded due to unobtained required consents and un-waived preferential purchase rights, shall be less than $48 million;
			•						Sellers shall have delivered (or be ready, willing and able to deliver at closing) to Buyer the documents and other items required to be delivered by Sellers under the Agreement; and
			•						SilverBow’s shareholder approval shall have been obtained.


Proxy Statement			SilverBow Resources, Inc. \| 47

Termination of the Agreement

The Agreement may be terminated prior to the closing of the Transaction, on the earliest of any of the following:


			•						by the mutual prior written consent of Sellers and Buyer;
			•						by either Sellers or Buyer if Closing has not occurred on or before September 2, 2022;
			•						by either Sellers or Buyer if SilverBow’s shareholder approval shall not have been obtained upon a vote at a duly held special meeting, or at any adjournment or postponement thereof;
			•						by Sellers if, prior to the Special Meeting, the Board has qualified, changed or withdrawn its recommendation in favor of the Transaction in a manner adverse to Sellers (a “Change in Recommendation”);
			•						by Sellers if any of Sellers’ conditions to closing (other than those related to legal proceedings, impairments or SilverBow’s shareholder approval) have not been satisfied before the scheduled closing date and such conditions remain uncured for 10 business days;
			•						by Buyer if any of Buyer’s conditions to closing (other than those related to legal proceedings, impairments or SilverBow’s shareholder approval) have not been satisfied before the scheduled closing date and such conditions remain uncured for 10 business days;
			•						by either Sellers or Buyer if the sum of all impairments equals or exceeds $48 million on the scheduled closing date; and
			•						by Sellers if Buyer has not delivered the deposit into the deposit escrow account on or prior to the date that is two business days after the execution date of the Agreement.

No party is entitled to terminate the Agreement if such party is in material breach of any provision of the Agreement.

Damages for Failure to Close

If Sellers have the right to terminate the Agreement due to Buyer’s material breach of its representations, warranties or covenants or failure to deliver closing deliverables then Sellers may (A) seek all remedies available at law, including specific performance, or (B) terminate the Agreement and collect the deposit as liquidated damages.

If Buyer has the right to terminate the Agreement due to Sellers’ material breach of their respective representations, warranties or covenants or failure to deliver closing deliverables, then Buyer shall have the right, as its sole and exclusive remedy, to terminate the Agreement, receive the deposit back and collect a termination fee in the amount of $3.2 million as liquidated damages.

If the Agreement is terminated by Sellers prior to the Special Meeting in the event of a Change in Recommendation, then Sellers shall be entitled to collect $3.2 million from the deposit as liquidated damages. The remaining deposit will be returned to Buyer.

If the Agreement is terminated for any other reason, Buyer will receive the deposit back.

Other Covenants and Agreements of the Parties

Sellers and Buyer Parties have agreed to additional obligations under the Agreement, including:


			•						customary procedures to address title and environmental defects, casualty and condemnation and certain consents and preferential purchase rights, including purchase price adjustments and claims under Sellers’ special warranty of defensible title as Buyer’s recourse for title and environmental defects;
			•						access to the Conveyed Interests, books, records and files;
			•						prior mutual agreement (unless required by law) with respect to press releases and other public disclosures regarding the Agreement and the Transaction;
			•						Sellers’ cooperation and assistance in providing tax, financial, audit and other information that may be required by SilverBow to meet its public disclosure and SEC filing requirements, including its proxy statement requirements;


48 \| SilverBow Resources, Inc.			Proxy Statement


			•						Buyer’s novation of seller hedges and payment for any fees and costs required to restructure and novate such hedges; and
			•						the Parties’ cooperation in obtaining replacement credit support and guarantees with respect to certain third party arrangements.

Survival of Representations and Warranties

The representations and warranties of Sellers will survive until the date that is 12 months after the closing date of the Transaction. Sellers’ representations and warranties related to taxes will survive the closing until 30 days after the expiration of the applicable statute of limitations. Sellers’ representations and warranties related to organization, authorization, bankruptcy, taxes and brokers will survive until the date that is four years after the closing date of the Transaction.

Indemnification

Sellers have agreed to indemnify and hold harmless Buyer and its affiliates from and against any and all liabilities arising out of breaches by Sellers of their representations, warranties and covenants and agreements under the Agreement, subject to the survival periods described above. In addition, Sellers have agreed to indemnify and hold harmless Buyer and its affiliates from and against any and all liabilities arising out of certain specified obligations and excluded assets.

Buyer has agreed to indemnify and hold harmless Sellers and their affiliates from and against any and all liabilities arising out of breaches by Buyer of its representations, warranties and covenants and agreements under the Agreement. In addition, Buyer has agreed to indemnify and hold harmless Sellers and their affiliates from and against any and all liabilities arising out of certain assumed obligations.

The indemnification obligations of Sellers set forth above (other than for breaches of representations related to organization, authorization, bankruptcy, taxes and brokers) are subject to certain limitations, including, among other things:


			•						liability for claims exceeding $125,000 only to the extent the aggregate amount of such claims exceeds a $6.4 million deductible; and
			•						a cap on the aggregate liability of Sellers equal to in an aggregate amount of $320,000,000 or $32,000,000 with respect to liabilities arising out of certain specified obligations and excluded assets and breaches of representations or warranties.


Proxy Statement			SilverBow Resources, Inc. \| 49

THE REGISTRATION RIGHTS AGREEMENT

The following is a discussion of the Registration Rights Agreement. This is a summary only and may not contain all of the information that is important to you. A copy of the full text of the Registration Rights Agreement is attached as Annex E to this proxy statement. In the event of any discrepancy between the summary below and the full text of the Registration Rights Agreement, the Registration Rights Agreement shall control.

At the closing, SilverBow will enter into the Registration Rights Agreement with the Restricted Shareholders.

Shelf Registration Statement

Pursuant to the Registration Rights Agreement, SilverBow has agreed that, within five business days after the closing date of the Transaction, SilverBow will prepare and file a shelf registration statement to register the shares of Common Stock being issued in the Transaction held by the Restricted Shareholders. SilverBow has agreed to use commercially reasonable efforts to cause such shelf registration statement to be declared effective as soon as practicable after filing. SilverBow has agreed to use commercially reasonable efforts to cause the registration statement to be continuously effective from and after the date it is first declared or becomes effective until all of the shares of Common Stock covered by the registration statement have been sold; provided that SilverBow’s obligations under the Registration Rights Agreement will terminate after two years if the shares of Common Stock covered by the registration statement can be sold without volume limitations or other restrictions under an exemption from registration. In addition, the Restricted Shareholders are entitled to underwritten offerings to the extent the proceeds from any such offering will exceed $20 million in the aggregate; provided, that no Restricted Shareholder or group of affiliated Restricted Shareholders will be entitled to demand more than three underwritten offerings.

Piggyback Rights

Pursuant to the Registration Rights Agreement, if SilverBow proposes to conduct an underwritten public offering of Common Stock, for its own account or for the account of a selling shareholder, the Restricted Shareholders will have customary piggyback registration rights that allow them to include their Common Stock in any such offering, subject to proportional cutbacks. No piggyback rights will be available incidental to any public offering by SilverBow (i) relating to any employee benefit plan, (ii) to be registered on a registration statement on Form S-4 or Form S-8 or (iii) on any registration statement form that does not permit secondary sales.

Limitations; Expenses; Indemnification

The Restricted Shareholders’ registration rights are subject to certain customary limitations, including SilverBow’s right to withdraw a registration statement under certain circumstances. SilverBow generally will be required to bear the registration expenses, other than underwriting discounts and commissions, fees and expenses of counsel for the Restricted Shareholders and transfer taxes or stamp or other duties attributable to the Restricted Shareholders’ sale or other disposition of the Common Stock. Under the Registration Rights Agreement, SilverBow has agreed to indemnify the Restricted Shareholders against any losses, claims, damages or liabilities resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Common Stock, unless such liability arose from their misstatement or omission, and the Restricted Shareholders have agreed to indemnify SilverBow against any losses, claims, damages or liabilities caused by the Restricted Shareholders’ misstatements or omissions in those documents.


50 \| SilverBow Resources, Inc.			Proxy Statement

DESCRIPTION OF SILVERBOW CAPITAL STOCK

General

As of the date of this proxy statement, we are authorized to issue up to 50,000,000 shares of Common Stock, including up to 40,000,000 shares of Common Stock, par value $0.01 per share, and up to 10,000,000 shares of preferred stock, par value $0.01 per share. As of May 2, 2022, we had 16,850,478 shares of Common Stock and no shares of preferred stock issued and outstanding.

The following is a summary of the key terms and provisions of our equity securities. You should refer to the applicable provisions of our First Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”), our First Amended and Restated Bylaws (our “Bylaws”), the Delaware General Corporation Law (the “DGCL”) and the documents we have incorporated by reference for a complete statement of the terms and rights of our capital stock.

Common Stock

Voting Rights. Each holder of Common Stock is entitled to one vote per share. Subject to the rights, if any, of the holders of any series of preferred stock pursuant to applicable law or the provisions of the certificate of designation creating that series, all voting rights are vested in the holders of shares of Common Stock. Holders of shares of Common Stock have noncumulative voting rights, which means that the holders of more than 50% of the Common Stock voting for the election of directors can elect 100% of the directors, and the holders of the remaining shares voting for the election of directors will not be able to elect any directors.

Dividends. Dividends may be paid to the holders of Common Stock when, as and if declared by the SilverBow Board out of funds legally available for their payment, subject to the rights of holders of any preferred stock. We have never declared a cash dividend and we intend to continue our policy of using retained earnings for expansion of our business.

Rights upon Liquidation. In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of Common Stock will be entitled to share equally, in proportion to the number of shares of Common Stock held by them, in any of our assets available for distribution after the payment in full of all debts and distributions and after the holders of all series of outstanding preferred stock, if any, have received their liquidation preferences in full.

Non-assessable. All outstanding shares of Common Stock are fully paid and non-assessable.

No Preemptive Rights. Holders of Common Stock are not entitled to preemptive purchase rights in future offerings of our Common Stock.

Section 1123. We are prohibited from issuing any nonvoting equity securities to the extent required under Section 1123(a)(6) of the U.S. Bankruptcy Code and only for so long as Section 1123 of the U.S. Bankruptcy Code is in effect and applicable to us.

Listing. Our outstanding shares of Common Stock are listed on the NYSE under the symbol “SBOW.”

Preferred Stock

The SilverBow Board can, without approval of our shareholders, issue one or more series of preferred stock and determine the number of shares of each series and the rights, preferences and limitations of each series. Undesignated preferred stock may enable our Board to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and to thereby protect the continuity of our management. The issuance of shares of preferred stock may adversely affect the rights of the holders of our Common Stock. For example, any preferred stock issued may rank prior to our Common Stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of Common Stock. As a result, the issuance of shares of preferred stock may discourage bids for our Common Stock or may otherwise adversely affect the market price of our Common Stock or any existing preferred stock.

Anti-Takeover Effects of Delaware Law, our Certificate of Incorporation and our Bylaws

Some provisions of Delaware law, our Certificate of Incorporation and our Bylaws contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest


Proxy Statement			SilverBow Resources, Inc. \| 51

or otherwise or removal of our incumbent officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that shareholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Law

Section 203 of the DGCL prohibits a Delaware corporation from engaging in any business combination with any interested shareholder for a period of three years following the date that the shareholder became an interested shareholder, unless:


			•						the Transaction is approved by the SilverBow Board before the date the interested shareholder attained that status;
			•						upon consummation of the Transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned at least 85% of the voting stock of the corporation outstanding at the time the Transaction commenced; or
			•						on or after such time the business combination is approved by the SilverBow Board and authorized at a meeting of shareholders by at least 66 2/3% of the outstanding voting stock that is not owned by the interested shareholder.

An interested shareholder is defined as a person who, together with any affiliates or associates of such person, beneficially owns, directly or indirectly, 15% or more of the outstanding voting shares of a Delaware corporation. The term “business combination” is broadly defined to include a broad array of transactions, including mergers, consolidations, sales or other dispositions of assets having a total value in excess of 10% of the consolidated assets of the corporation or all of the outstanding stock of the corporation, and some other transactions that would increase the interested shareholder’s proportionate share ownership in the corporation.

We have elected to not be subject to the provisions of Section 203 of the DGCL.

Our Certificate of Incorporation and our Bylaws

Provisions of our Certificate of Incorporation and our Bylaws may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which shareholders might otherwise receive a premium for their shares, or transactions that our shareholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our Common Stock.

Among other things, our Certificate of Incorporation and our Bylaws:


			•						provide for the division of the SilverBow Board into three classes, each class consisting as nearly as possible of one-third of the whole. The term of office of one class of directors expires each year; with each class of directors elected for a term of three years and until the shareholders elect their qualified successors, subject to the terms of the Nomination Agreement (as defined below);
			•						provide that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock or certain board designation rights, and subject to the terms of the Nomination Agreement, be filled by a majority of directors then in office, even if less than a quorum, or by the sole remaining director;
			•						provide that our Bylaws may be amended by the affirmative vote of the holders of at least 66 2/3% of our then-outstanding voting stock;
			•						provide that special meetings of our shareholders may only be called by our Chairman of the SilverBow Board, Chief Executive Officer or by a majority of the total number of directors which SilverBow would have if there were no vacancies;


52 \| SilverBow Resources, Inc.			Proxy Statement


			•						authorize the SilverBow Board to adopt resolutions providing for the issuance of undesignated preferred stock. This ability makes it possible for the SilverBow Board to issue, without shareholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us;
			•						provide that the authorized number of directors may be changed only by the SilverBow Board, subject to the terms of the Nomination Agreement;
			•						establish advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new business (other than proposals submitted in accordance with Rule 14a-8 for inclusion in our proxy proposals) to be brought before meetings of our shareholders. These procedures provide that notice of shareholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, for a proposal to be timely submitted for consideration at an annual meeting, notice must be delivered to our secretary not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our Bylaws specify the requirements as to form and content of all shareholders’ notices. These requirements may preclude shareholders from bringing matters before the shareholders at an annual or Special Meeting;
			•						provide that our Bylaws may be amended by the SilverBow Board; and
			•						provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of SilverBow, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of SilverBow to SilverBow or SilverBow’s shareholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, our Certificate of Incorporation or our Bylaws, or (4) any action asserting a claim against SilverBow or any director or officer or other employee of SilverBow governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

Any person or entity purchasing or otherwise holding any interest in shares of our capital stock will be deemed to have notice of, and consented to, the provisions of our Certificate of Incorporation regarding exclusive forum. The enforceability of similar exclusive forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with one or more actions or proceedings described above, a court could rule that this provision in our Certificate of Incorporation is inapplicable or unenforceable.

The exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Director Nomination Agreement

In connection with our emergence from bankruptcy on April 22, 2016, we entered into the Director Nomination Agreement (the “Nomination Agreement”) with SVP and certain other consenting noteholders named therein (the “Consenting Noteholders”). The Nomination Agreement is referenced in our Certificate of Incorporation as necessary to effectuate its terms. Pursuant to the Nomination Agreement:

(1) following the expiration of the initial terms of the SilverBow Board, the SilverBow Board will consist of seven members as follows:


			(a)			the Chief Executive Officer of SilverBow, which shall be a Class III Director;


Proxy Statement			SilverBow Resources, Inc. \| 53


			(b)			two nominees designated by SVP (the “SVP Designated Directors”), which shall be one Class I Director and one Class III Director; provided, that (i) the number of nominees designated by SVP shall be reduced to one director, which shall be a Class III Director, at such time as SVP and its affiliates (other than the Consenting Noteholders) (the “SVP Entities”) collectively beneficially own Common Stock representing an equity percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their equity percentage, and (ii) SVP shall permanently, and despite any later increase in their equity percentage, no longer be entitled to designate a nominee at such time as the SVP Entities collectively beneficially own Common Stock representing an equity percentage of less than 8%;
			(c)			two nominees designated by the Consenting Noteholders (excluding SVP until such time that SVP is no longer entitled to designate an SVP Designated Director), which shall be two Class II Directors; provided, that (i) the number of nominees designated by the Consenting Noteholders shall be reduced to one director, which shall be a Class II Director, at such time as the Consenting Noteholders and their affiliates (the “Noteholder Entities”) collectively beneficially own Common Stock representing an equity percentage of less than 15% and greater than or equal to 8%, with the understanding that such reduction to one director shall be permanent and despite any later increase in their equity percentage, and (ii) except as set forth in section (d) below, such Consenting Noteholders shall permanently, and despite any later increase in their equity percentage, no longer be entitled to designate a nominee at such time as the Noteholder Entities collectively beneficially own Common Stock representing an equity percentage of less than 8%;
			(d)			for the purposes of calculating the equity percentage in clauses (i) and (ii) of section (c), with respect to SVP’s ownership, the equity percentage shall only include the portion of SVP’s equity percentage that exceeds 15% up to a maximum of 7.9%, until such time that SVP is no longer entitled to designate an SVP Designated Director. At such time that SVP is no longer entitled to designate an SVP Designated Director, all of SVP’s ownership shall be included in the equity percentage calculations in clauses (i) and (ii) of section (c). For the purposes of section (c), the designation right contained in such provision shall still be available at the time SVP is no longer entitled to designate an SVP Designated Director, if at such time, the equity percentage ownership threshold in clause (ii) of section (c) is satisfied; and
			(e)			one independent director and one additional director (which will be the nonexecutive Chairman) nominated by the Nominating and Strategy Committee of the SilverBow Board, which shall be a Class I Director and a Class III Director.

(2) for so long as such persons are entitled to designate a nominee for director under the terms thereof, SVP and the Consenting Noteholders have the right to remove the respective directors nominated by them pursuant to the Nomination Agreement, and to designate an individual to fill the vacancy created by such removal or upon any other removal of such person as director under our Certificate of Incorporation or our Bylaws on the date of such replacement designation.

The Nomination Agreement terminates upon the earlier to occur of (x) such time as the Consenting Noteholders in the aggregate no longer beneficially own Common Stock representing an equity percentage equal to or greater than 8% or (y) the delivery of written notice to SilverBow by all of the Consenting Noteholders, requesting the termination of the Nomination Agreement. Further, at such time as a particular Consenting Noteholder no longer beneficially owns any shares of Common Stock, all rights and obligations of such Consenting Noteholder under the Nomination Agreement will terminate.

The Consenting Noteholders own less than the requisite equity percentage necessary to maintain their right to nominate two Class II Directors under the Nomination Agreement and certain negative control rights provided for in our Certificate of Incorporation. As such, the related provisions of the Nomination Agreement and our Certificate of Incorporation are no longer operative for one of the two Class II Directors.

Limitations of Liability and Indemnification Matters

Our Certificate of Incorporation limits the liability of our directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:


54 \| SilverBow Resources, Inc.			Proxy Statement


			•						for any breach of their duty of loyalty to us or our shareholders;
			•						for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
			•						for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or
			•						for any transaction from which the director derived an improper personal benefit.

Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.

Our Certificate of Incorporation also provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our Certificate of Incorporation also permits us to purchase insurance on behalf of any officer, director, employee or other agent for any liability arising out of that person’s actions as our officer, director, employee or agent, regardless of whether Delaware law would permit indemnification. We have entered into indemnification agreements with our directors and officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision in our Certificate of Incorporation and the indemnification agreements facilitates our ability to continue to attract and retain qualified individuals to serve as directors and officers.

The limitation of liability and indemnification provisions in our Certificate of Incorporation and our Bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our shareholders. A shareholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.


Proxy Statement			SilverBow Resources, Inc. \| 55

PRINCIPAL SHAREHOLDERS OF SILVERBOW AFTER THE TRANSACTION

Upon closing of the Transaction, current SilverBow shareholders (after giving effect to the issuance of 1,300,000 shares of Common Stock expected to be issued pursuant to the Purchase and Sale Agreement between SilverBow and SandPoint Operating, LLC, dated as of April 13, 2022) will own approximately 81.4% of the outstanding shares of Common Stock and Sellers will own approximately 18.6% of the outstanding shares of Common Stock.

MARKET PRICE AND DIVIDEND INFORMATION

SilverBow

Price Range of Securities

The Common Stock trades on the NYSE under the symbol “SBOW.” On April 13, 2022, the last business day prior to the announcement of the Transaction, the Common Stock closed at $39.71 per share.

Dividends

Since inception, no cash dividends have been declared on the Common Stock. Cash dividends are restricted under the terms of SilverBow’s credit agreement, and SilverBow presently intend to continue a policy of using retained earnings for expansion of its business.

Sundance

Sundance is a privately-held company, and there is no established trading market for its securities.

Armadillo

Armadillo is a privately-held company, and there is no established trading market for its securities.

SEA

SEA is a privately-held company, and there is no established trading market for its securities.


56 \| SilverBow Resources, Inc.			Proxy Statement

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Acquisition of Sundance Energy, Inc.

On April 13, 2022, SilverBow Resources, Inc. (“SilverBow” or the "Company") and Buyer, entered into a definitive agreement with Sundance Energy, Inc. ("Sundance") and certain affiliated entities (collectively, "Sellers"), thereby acquiring all of Sellers' right, title and interest in certain oil and gas properties and related assets located in Atascosa, La Salle, Live Oak and McMullen Counties, Texas (the "Transaction”). Consideration for the Transaction includes $225,000,000 in cash and 4,148,472 shares of common stock of SilverBow (“Common Stock”). As part of the Agreement, the purchase price will be reduced by $16.5 million related to SilverBow assuming Sundance's outstanding commodity derivatives positions as of December 31, 2021 ("Hedge Book"). The Transaction also includes up to two earn-out payments of $7,500,000 per year for each of 2022 and 2023, contingent upon the average monthly settlement price of NYMEX West Texas Intermediate (“WTI”) crude oil exceeding $95 per barrel for the period from April 13-December 31, 2022 and $85 per barrel for 2023 (“Contingent Consideration”).

The cash portion of the Transaction is expected to be funded primarily with borrowings under SilverBow's existing credit facility and cash on hand.

Acquisition of Teal Natural Resources, LLC and CastleRock Production, LLC

On November 19, 2021, SilverBow and its operating subsidiary, SilverBow Resources Operating, LLC, closed the previously announced purchase and sale agreement dated October 8, 2021 with Teal Natural Resources, LLC and Castlerock Production, LLC (collectively, "Teal"), thereby acquiring oil and gas assets in the Eagle Ford (the “Teal Transaction”). Consideration for the Teal Transaction was approximately $75.5 million, $37.6 million paid as cash and the remainder paid with 1,351,961 shares of Common Stock. The Teal Transaction also includes up to three earn-out payments of $1.6 million per year for each of 2022, 2023 and 2024, contingent upon the average monthly settlement price of WTI crude oil exceeding $70 per barrel for such year.

Unaudited Pro Forma Condensed Combined Financial Statements

The following unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of SilverBow and Sundance and its consolidated subsidiaries and from the historical financial statements of Teal through November 19, 2021, the closing date of the Teal Transaction.

SilverBow expects to account for the Transaction as an asset acquisition under accounting principles generally accepted in the United States of America, as the assets and operations acquired in the Transaction do not meet the definition of a business under the Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations (referred to as "ASC 805"), since substantially all of the fair value of the assets acquired is concentrated in a single asset group.

Certain historical amounts of Sundance and its consolidated subsidiaries have been reclassified to conform to SilverBow’s financial statement presentation. The unaudited pro forma condensed combined balance sheet as of December 31, 2021 presented below was prepared as if the Transaction and related financing had occurred on December 31, 2021. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 presented below was prepared as if the Transaction and the Teal Transaction and related financing of each transaction had occurred on January 1, 2021.

The unaudited pro forma condensed combined financial statements reflect the following Transaction-related pro forma adjustments, based on available information and certain assumptions that SilverBow believes are reasonable:


			•						the Transaction and the Teal Transaction accounted for as asset acquisitions and the related financing of the Transaction and the Teal Transaction;
			•						adjustments to conform Sundance’s historical accounting policies related to oil and natural gas properties from the successful efforts method of accounting to the full cost method of accounting used by SilverBow;
			•						adjustments to conform the classification of certain assets and liabilities in Sundance’s historical balance sheet to SilverBow’s classification for similar assets and liabilities;


Proxy Statement			SilverBow Resources, Inc. \| 57


			•						adjustments to conform the classification of revenues and expenses in Sundance’s historical statement of operations to SilverBow’s classification for similar revenues and expenses; and
			•						the recognition of estimated tax impacts of the pro forma adjustments.

Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed combined financial statements. In SilverBow’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give effect to the Transaction and the Teal Transaction and the related financings.

The acquisition method of accounting as it relates to the Transaction is dependent upon certain valuations and other studies that, as of the date hereof, have yet to commence or progress to a stage where there is sufficient information for a definitive measure. SilverBow has performed a preliminary valuation analysis of the relative fair value of the assets to be acquired and liabilities to be assumed from Sundance and its consolidated subsidiaries and has made certain adjustments to the historical book values of the assets and liabilities of Sundance and its consolidated subsidiaries to reflect preliminary estimates of the relative fair value necessary to prepare the unaudited pro forma condensed combined financial statements. A final determination of the relative fair value of such assets and liabilities will be based on the actual net tangible and intangible assets and liabilities of Sundance and its consolidated subsidiaries that exist as of the closing date of the Transaction and, therefore, cannot be made prior to the completion of the Transaction. In addition, the value of the consideration to be paid by SilverBow upon the consummation of the Transaction will be determined based on the closing price of Common Stock on the closing date of the Transaction. As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial statements presented below. SilverBow estimated the fair value of assets and liabilities of Sundance and its consolidated subsidiaries based on discussions with the management of Sundance, preliminary valuation studies, due diligence, and information presented in Sundance’s historical financial statements. Any increases or decreases in the relative fair value of assets acquired and liabilities assumed upon completion of the final valuations will result in adjustments to the unaudited pro forma condensed combined balance sheet and/or statement of operations. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.

The unaudited pro forma condensed combined financial information is not intended to represent what SilverBow’s financial position or results of operations would have been had the Transaction and the Teal Transaction actually been consummated on the assumed dates nor does it purport to project the future operating results or financial position of the combined company following the Transaction. The unaudited pro forma condensed combined financial information does not reflect future events that may occur after the Transaction, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, asset dispositions, cost savings, or economies of scale that the combined company may achieve with respect to the combined operations. Specifically, the unaudited pro forma condensed combined statement of operations does not include projected synergies expected to be achieved as a result of the Transaction and the Teal Transaction and any associated costs that may be required to be incurred to achieve the identified synergies. The unaudited pro forma condensed combined statement of operations includes the effects of approximately $4.5 million of estimated costs associated with the Transaction.

The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes contained in SilverBow’s Annual Report on Form 10-K for the year ended December 31, 2021, the historical financial statement and accompanying notes for the assets acquired in the Teal Transaction contained in SilverBow's Current Report on Form 8-K/A, filed on February 2, 2022, and Sundance’s historical financial statements and accompanying notes as of and for the year ended December 31, 2021, included in this proxy statement.


58 \| SilverBow Resources, Inc.			Proxy Statement


SilverBow Resources, Inc. Pro Forma Condensed Combined Balance Sheet As of December 31, 2021 (Unaudited)
(in thousands, except per share amounts)	SilverBow Historical		Sundance Historical		Reclassifica-tion Adjustments (Note 3)			Acquisition Adjustments (Note 3)			Pro Forma Combined

ASSETS
Current Assets:
Cash and cash equivalents	$	1,121	$	4,674	$	—		$	(5,174)	(b)	$	621
Accounts receivable, net	49,777		20,234		—			(20,234)		(c)	$	49,777
Fair value of commodity derivatives	2,806		—		—			—			$	2,806
Income tax receivable	—		131		—			(131)		(c)	$	—
Other current assets	1,875		2,866		—			(2,866)		(c)	$	1,875
Assets held for sale	—		311,267		(311,267)		(a)	—			$	—
Total Current Assets	55,579		339,172		(311,267)			(28,405)			55,079
Property and Equipment:
Property and equipment	1,611,953		—		340,603		(a)	68,576		(g)	2,021,132
Less – Accumulated depreciation, depletion, amortization & impairment	(869,985)		—		(29,336)		(a)	29,336		(g)	(869,985)
Property and Equipment, Net	741,968		—		311,267			97,912			1,151,147
Other property and equipment, net of accumulated depreciation			621		—			(621)		(c)	—
Right of use assets	16,065		5,295		—			3		(i)	21,363
Fair value of long-term commodity derivatives	201		—		—			—			201

Other long-term assets	5,641		2,547		—			(2,547)		(c)	5,641
Total Assets	$	819,454	$	347,635	$	—		$	66,342		$	1,233,431
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	35,034	$	50,081	$	13,585	(a)	(63,666)		(c)	$	35,034
Accrued liabilities	—		14,400		(14,400)		(a)	—			—
Current portion of long term debt	—		7,500		—			(7,500)		(d)	—
Fair value of commodity derivatives	47,453		10,655		—			—			58,108
Accrued capital costs	7,354		—		—			—			7,354
Accrued interest	697		—		—			—			697
Current lease liability	7,222		3,613		—			—			10,835
Undistributed oil and gas revenues	23,577		—		815		(a)	—			24,392
Liabilities related to assets held for sale	—		5,363		(5,363)		(a)	—			—
Total Current Liabilities	121,337		91,612		(5,363)			(71,166)			136,420
Long-term debt, net	372,825		103,032		—			109,468		(d)	585,325
Non-current lease liability	9,090		1,685		—			—			10,775
Deferred tax liabilities	6,516		—		—			—			6,516
Asset retirement obligations	5,526		—		5,363		(a)	—			10,889
Fair value of long-term commodity derivatives	8,585		7,370		—			—			15,955
Fair value of contingent consideration	—		—		—			7,237		(e)	7,237
Other long-term liabilities	3,043		15		—			(15)		(c)	3,043

Stockholders' Equity:
Preferred stock	—		—		—			—			—
Common stock	168		1		—			41		(f)	210
Additional paid-in capital	413,017		175,804		—			(11,110)		(f)	577,711
Treasury stock, held at cost	(2,984)		—		—			—			(2,984)
Accumulated deficit	(117,669)		(31,884)		—			31,887		(h)	(117,666)
Total Stockholders’ Equity	292,532		143,921		—			20,818			457,271
Total Liabilities and Stockholders’ Equity	$	819,454	$	347,635	$	—		$	66,342		$	1,233,431
See accompanying notes to unaudited pro forma condensed combined financial information.


Proxy Statement			SilverBow Resources, Inc. \| 59


SilverBow Resources, Inc. Pro Forma Condensed Combined Statement of Operations For the Year Ended December 31, 2021 (Unaudited)
					Sundance Historical
(in thousands, except per share amounts)	SilverBow Historical		Teal Historical Through November 19, 2021		Successor: For the Period from April 23 through December 31, 2021		Predecessor: For the Period from January 1 through April 22, 2021		Sundance Reclassifi-cation and Conforming Adjustments (Note 3)			Teal Acquisition Adjustments (Note 3)			Sundance Acquisition Adjustments (Note 3)			Pro Forma Combined
Revenues:
Oil and gas sales	$	407,200	$	31,181	$	—	$	—	$	118,608	(a)	$	—		$	—		$	556,989
Oil sales	—		—		68,694		28,096		(96,790)		(a)	—			—			—
Gas sales	—		—		5,784		3,826		(9,610)		(a)	—			—			—
NGL sales	—		—		9,318		2,890		(12,208)		(a)	—			—			—
Operating Expenses:
General and administrative, net	21,799		—		5,899		10,770		—			—			—			38,468
Depreciation, depletion, and amortization	68,629		—		29,937		12,774		(382)		(a)	10,771		(j)	1,557		(m)	123,286
Accretion of asset retirement obligations	306		—		—		—		382		(a)	37		(j)	—			725
Lease operating expenses	27,206		6,338		22,849		9,794		(5,212)		(a)	—			—			60,975
Workovers	514		—		—		—		5,212		(a)	—			—			5,726
Transportation and gas processing	24,145		1,126		15,416		2,761		—			—			—			43,448
Severance and other taxes	19,307		1,824		5,614		2,369		—			—			—			29,114
Exploration Expense	—		—		—		10		(10)		(a)	—			—			—
Loss on commodity derivative financial instruments	—		—		28,140		15,546		(43,686)		(a)	—			—			—
Other expense, net	—		—		988		546		—			—			—			1,534
Total Operating Expenses	161,906		9,288		108,843		54,570		(43,696)			10,808			1,557			303,276
Operating Income (Loss)	245,294		21,893		(25,047)		(19,758)		43,696			(10,808)			(1,557)			253,712
Non-operating Income (Expense)
Loss on commodity derivatives, net	(123,018)		—		—		—		(43,686)		(a)	—			—			(166,704)
Interest expense, net	(29,129)		—		(6,281)		(14,508)		—			(1,357)		(k)	12,056		(k)	(39,219)
Reorganization expense	—		—		(556)		50,738		—			—			(50,182)		(n)	—
Realized foreign currency loss	—		—		—		(673)		—			—			673		(o)	—
Other income (expense), net	10		—		—		—		—			—			—			10
Income (Loss) Before Income Taxes	93,157		21,893		(31,884)		15,799		10			(12,165)			(39,010)			47,799
Provision (Benefit) for Income Taxes	6,398		—		—		(222)		—			14		(l)	—			6,190
Net Income (Loss)	$	86,759	$	21,893	$	(31,884)	$	16,021	$	10		$	(12,179)		$	(39,010)		$	41,609
Per Share Amounts:

SBOW

SilverBow Resources News