Schedule 13D
CUSIP No. 82836G 102 | | Page 1 of 7 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Silverbow
Resources, Inc.
(Name of Issuer)
Common Stock,
par value $0.01 per share
(Title of Class of Securities)
82836G 102
(CUSIP Number)
David B. Charnin, Esq.
Strategic Value Partners, LLC
100 West Putnam Avenue
Greenwich, CT 06830
(203) 618-3500
(Name, Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
August 24,
2022
(Date of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
Schedule 13D CUSIP No. 82836G 102 | | Page 2 of 7 |
1 |
NAMES OF REPORTING PERSONS
Strategic Value Partners, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
Not Applicable |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
4,215,003 (1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
4,215,003 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,215,003 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
18.9% (2) |
14 |
TYPE OF REPORTING PERSON
OO |
(1) Consists of 4,215,003 shares beneficially owned by Strategic
Value Partners, LLC (i) as the investment manager of Strategic Value Master Fund, Ltd., which has an ownership interest in SVMF
70 LLC, which has an ownership interest in SVMF 71 LLC, (ii) as the managing member of SVP Special Situations III LLC, which is the
investment manager of Strategic Value Special Situations Master Fund III, L.P., which has an ownership interest in SVMF 70 LLC, which
has an ownership interest in SVMF 71 LLC, and (iii) as the managing member of SVP Special Situations III-A LLC, which is the investment
manager of Strategic Value Opportunities Fund, L.P., which has an ownership interest in SVMF 71 LLC. SVMF 71 LLC directly holds 4,215,003
shares of the Issuer. The Reporting Person disclaims beneficial ownership of the securities reported herein, and neither the filing of
this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the
beneficial owner of any of the Common Shares held by SVMF 71 LLC or reported herein by the other Reporting Persons for purposes of Section 13(d) of
the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Person.
(2) The percentage is based on 22,306,506 outstanding shares
of Common Stock of the Issuer as of June 30, 2022 as reported by the Issuer in its Prospectus filed with the Securities and Exchange
Commission (the “SEC”) on August 9, 2022.
Schedule 13D CUSIP No. 82836G 102 | | Page 3 of 7 |
1 |
NAMES OF REPORTING PERSONS
SVP Special Situations III LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
Not Applicable |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
4,215,003 (1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
4,215,003 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,215,003 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
18.9% (2) |
14 |
TYPE OF REPORTING PERSON
OO |
(1) SVP Special Situations III LLC is the investment manager of
Strategic Value Special Situations Master Fund III, L.P., which has an ownership interest in SVMF 70 LLC, which has an ownership interest
in SVMF 71 LLC, which directly holds 4,215,003 shares of the Issuer. The Reporting Person disclaims beneficial ownership of the securities
reported herein, and neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission
by the Reporting Person that it is the beneficial owner of any of the Common Shares held by SVMF 71 LLC or reported herein by the other
Reporting Persons for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly
disclaimed by the Reporting Person.
(2) The percentage is based on 22,306,506 outstanding shares
of Common Stock of the Issuer as of June 30, 2022 as reported by the Issuer in its Prospectus filed with the SEC on August 9,
2022.
Schedule 13D CUSIP No. 82836G 102 | | Page 4 of 7 |
1 |
NAMES OF REPORTING PERSONS
SVP Special Situations III-A LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
Not Applicable |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
4,215,003 (1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
4,215,003 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,215,003 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
18.9% (2) |
14 |
TYPE OF REPORTING PERSON
OO |
(1) SVP Special Situations III-A LLC is the investment manager
of Strategic Value Opportunities Fund, L.P., which has an ownership interest in SVMF 71 LLC, which directly holds 4,215,003 shares of
the Issuer. The Reporting Person disclaims beneficial ownership of the securities reported herein, and neither the filing of this Statement
on Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial
owner of any of the Common Shares held by SVMF 71 LLC or reported herein by the other Reporting Persons for purposes of Section 13(d) of
the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Person.
(2) The percentage is based on 22,306,506 outstanding shares
of Common Stock of the Issuer as of June 30, 2022 as reported by the Issuer in its Prospectus filed with the SEC on August 9,
2022.
Schedule 13D CUSIP No. 82836G 102 | | Page 5 of 7 |
1 |
NAMES OF REPORTING PERSONS
Victor Khosla
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (VOLUNTARY) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
Not Applicable |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
4,215,003 (1) |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
4,215,003 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,215,003 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9)
18.9% (2) |
14 |
TYPE OF REPORTING PERSON
OO |
(1) Strategic Value Partners, LLC (i) is the investment manager
of Strategic Value Master Fund, Ltd., which has an ownership interest in SVMF 70 LLC, which has an ownership interest in SVMF 71
LLC, (ii) is the managing member of SVP Special Situations III LLC, which is the investment manager of Strategic Value Special Situations
Master Fund III, L.P., which has an ownership interest in SVMF 70 LLC, which has an ownership interest in SVMF 71 LLC, and (iii) is
the managing member of SVP Special Situations III-A LLC, which is the investment manager of Strategic Value Opportunities Fund, L.P.,
which has an ownership interest in SVMF 71 LLC. SVMF 71 LLC directly owns 4,215,003 shares of the Issuer. Mr. Khosla is the sole
member of Midwood Holdings, LLC, which is the managing member of Strategic Value Partners, LLC and is also the indirect majority owner
and control person of Strategic Value Partners, LLC, SVP Special Situations III LLC and SVP Special Situations III-A LLC. The Reporting
Person disclaims beneficial ownership of the securities reported herein, and neither the filing of this Statement on Schedule 13D nor
any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of the Common
Shares held by SVMF 71 LLC or reported herein by the other Reporting Persons for purposes of Section 13(d) of the Act, or for
any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Person.
(2) The percentage is based on 22,306,506 outstanding shares
of Common Stock of the Issuer as of June 30, 2022 as reported by the Issuer in its Prospectus filed with the SEC on August 9,
2022.
Schedule 13D CUSIP No. 82836G 102 | | Page 6 of 7 |
AMENDMENT NO. 9 TO SCHEDULE 13D
Reference is hereby made to the
statement on Schedule 13D filed with the Securities and Exchange Commission on behalf of the Reporting Persons with respect to the Common
Stock of Silverbow Resources, Inc. (the “Issuer”) on May 2, 2016, as amended by Amendment No. 1 thereto
filed on January 24, 2021, Amendment No. 2 thereto filed on February 16, 2021, Amendment No. 3 thereto filed on September 8,
2021, Amendment No. 4 thereto filed on October 12, 2021, Amendment No. 5 thereto filed on December 8, 2021, Amendment
No. 6 thereto filed on April 14, 2022, Amendment No. 7 thereto filed on May 16, 2022, and Amendment No. 8 thereto
filed on July 8, 2022 (as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as
so defined.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Because SVP has designated two directors to
the Issuer’s Board, the Reporting Persons may have influence over the Issuer’s corporate activities, which may relate, without
limitation, to the Issuer’s capitalization and the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D. Additionally, the Reporting Persons review their investment in the Issuer on a continuing basis. Depending on
various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of Common Stock,
conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may take actions with respect
to their investment in the Issuer. These actions include changing their current investment purpose and/or, from time to time, (i) acquiring
or causing affiliates to acquire additional securities of the Issuer in open market transactions, in privately negotiated transactions
or through other methods; (ii) disposing or causing affiliates to dispose of some or all of the Issuer’s securities in open
market transactions, in privately negotiated transactions or through other methods; or (iii) continuing to hold or causing affiliates
to hold the Issuer’s securities (or any combination or derivative thereof). As disclosed
in Item 5(c) of this Schedule 13D below, the Reporting Persons have sold shares of Common Stock in open market transactions in recent
days, and, depending on market conditions and the available price of the Issuer’s shares of Common Stock in the near term, the Reporting
Persons intend to sell additional shares of Common Stock. In addition, the Reporting Persons may engage in discussions with the
Issuer’s management, members of its board of directors, stockholders or other relevant parties, and may take other actions concerning
investments in the Issuer’s securities or with respect to the Issuer’s operations, capital expenditures, financings, executive
compensation practices, capital structure and any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interests in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) – (b) The information requested by this paragraph
is incorporated herein by reference to the information provided on the cover pages to this Schedule 13D.
(c) On August 23, 2022, SVMF 71 LLC sold 110,932 shares of
Common Stock at a price of $48.52 per share. On August 24, 2022, SVMF 71 LLC sold 141,623 shares of Common Stock at a price of $46.32
per share. On August 25, 2022, SVMF 71 LLC sold 8,904 shares of Common Stock at a price of $46.10 per share.
Schedule 13D CUSIP No. 82836G 102 | | Page 7 of 7 |
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 26, 2022
|
STRATEGIC VALUE PARTNERS, LLC |
|
|
|
By: |
/s/ James Dougherty |
|
|
Name: |
James Dougherty |
|
|
Title: |
Fund Chief Financial Officer |
|
|
|
|
|
SVP SPECIAL SITUATIONS III LLC |
|
|
|
By: |
/s/ James Dougherty |
|
|
Name: |
James Dougherty |
|
|
Title: |
Fund Chief Financial Officer |
|
|
|
|
|
SVP SPECIAL SITUATIONS III-A
LLC |
|
|
|
By: |
/s/ James Dougherty |
|
|
Name: |
James Dougherty |
|
|
Title: |
Fund Chief Financial Officer |
|
|
|
|
|
By: |
/s/ Victor Khosla |
|
|
Victor Khosla |
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