Board of Directors Takes Action to Protect
Long-Term Value for All Stockholders in Response to Significant
Third-Party Share Accumulation
SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow” or the
“Company”) today announced that its Board of Directors (the
“Board”) has unanimously adopted a limited-duration stockholder
rights plan (the “Rights Plan”) to protect the interests of all
stockholders. The Rights Plan is effective immediately.
The Board adopted the Rights Plan in response to recent
significant accumulations of portions of SilverBow outstanding
common stock. The Rights Plan is similar to other rights plans
adopted by publicly held companies, and is intended to promote the
fair and equal treatment of all stockholders. The Rights Plan is
designed to enable all Company stockholders to realize the
long-term value of their investment and is intended to protect
SilverBow and its stockholders from efforts by a single stockholder
or group to obtain control of the Company without paying a control
premium.
Marcus C. Rowland, Independent Chairman of the Board said:
“SilverBow’s Board is committed to acting in the best interests of
all of the Company’s stockholders, and will continue to take
actions that we believe will drive long-term value. We want
investors to realize the full value of their investment and receive
fair and equal treatment, which is what the Rights Plan is designed
to ensure.”
ADDITIONAL INFORMATION ON STOCKHOLDER RIGHTS PLAN
The rights will be exercisable only if a person or group
acquires 15% or more of the Company’s outstanding common stock.
Each right will entitle stockholders to buy one one-thousandth of a
share of a new series of junior participating preferred stock at an
exercise price of $160.00.
If a person or group acquires 15% of the Company’s outstanding
common stock, each right will entitle its holder (other than such
person or members of such group) to purchase for $160.00, a number
of Company common shares having a market value of twice such price.
In addition, at any time after a person or group acquires 15% of
the Company’s outstanding common stock, the Company’s Board of
Directors may exchange one share of the Company’s common stock for
each outstanding right (other than rights owned by such person or
group, which would have become void).
Prior to the acquisition by a person or group of beneficial
ownership of 15% of the Company’s common stock, the rights are
redeemable for one cent per right at the option of the Board of
Directors.
Certain synthetic interests in securities created by derivative
positions-whether or not such interests are considered to
constitute beneficial ownership of the underlying common stock for
reporting purposes under Regulation 13D of the Securities Exchange
Act-are treated as beneficial ownership of the number of shares of
the Company’s common stock equivalent to the economic exposure
created by the derivative position, to the extent actual shares of
the Company’s stock are directly or indirectly held by
counterparties to the derivatives contracts.
The dividend distribution will be made on October 5, 2022,
payable to stockholders on that date and is not taxable to
stockholders. The rights will expire on the earliest of (i) the
close of business on the first day following the date of the
Company’s first annual meeting of its stockholders following the
date of the rights plan and (ii) June 30, 2023, unless the rights
are earlier redeemed or exchanged.
A copy of the stockholder rights plan will be contained in a
Form 8-K to be filed with the Securities and Exchange
Commission.
ABOUT SILVERBOW RESOURCES, INC.
SilverBow Resources, Inc. (NYSE: SBOW) is a Houston-based energy
company actively engaged in the exploration, development and
production of oil and gas in the Eagle Ford Shale and Austin Chalk
in South Texas. With over 30 years of history operating in South
Texas, the Company possesses a significant understanding of
regional reservoirs that it leverages to assemble high quality
drilling inventory while continuously enhancing its operations to
maximize returns on capital invested. For more information, please
visit www.sbow.com. Information on the Company’s website is not
part of this release.
FORWARD-LOOKING STATEMENTS
This release includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements represent management's
expectations or beliefs concerning future events, and it is
possible that the results described in this release will not be
achieved. 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 press release, including those regarding our strategy, the
benefits and impacts of the rights plan, relations with
shareholders, plans and objectives of management are
forward-looking statements. When used in this report, the words
“will,” “could,” “believe,” “anticipate,” “intend,” “estimate,”
“budgeted,” “guidance,” “expect,” “may,” “continue,” “predict,”
“potential,” “plan,” “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 severity and duration of
world health events and related economic repercussions, actions by
the members of the Organization of the Petroleum Exporting
Countries (“OPEC”) and Russia, general economic and political
conditions, our acquisition strategy, interest rates, inflationary
pressures, a general economic slowdown or recession, political
tensions or war, risks related to acquisitions, operational
challenges, volatility in natural gas, oil and NGL prices, future
cash flow and its adequacy to maintain our ongoing operations,
liquidity, borrowing capacity and future covenant compliance,
operating results, asset disposition efforts or the timing or
outcome thereof, ongoing and prospective joint ventures, capital
expenditures, impairments, 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,
opportunities to monetize assets, our ability to execute on
strategic initiatives, effectiveness of our risk management
activities, governmental regulation, and other risks and
uncertainties discussed in the Company’s reports filed with the
SEC, including its Annual Report on Form 10-K for the year ended
December 31, 2021 (the “Annual Report”), and subsequent quarterly
reports on Form 10-Q and current reports on Form 8-K.
All forward-looking statements speak only as of the date of this
news release. You should not place undue reliance on these
forward-looking statements. The Company’s capital budget, operating
plan, service cost outlook and development plans are subject to
change at any time. Although we believe that our plans, intentions
and expectations reflected in or suggested by the forward-looking
statements we make in this release are reasonable, we can give no
assurance that these plans, intentions or expectations will be
achieved. The risk factors and other factors noted herein and in
the Company's SEC filings could cause its actual results to differ
materially from those contained in any forward-looking statement.
These cautionary statements qualify all forward-looking statements
attributable to us or persons acting on our behalf.
All subsequent written and oral forward-looking statements
attributable to us or to persons acting on our behalf are expressly
qualified in their entirety by the foregoing. 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 release or to reflect the
occurrence of unanticipated events, except as required by law.
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ir@sbow.com (281) 874-2700, (888) 991-SBOW
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