SilverBow Resources Adopts Time-Limited Shareholder Rights Plan
HOUSTON–(BUSINESS WIRE)–SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow” or the “Company”) today announced that its Board of Directors (the “Board”) has unanimously adopted a rights plan term shareholder rights plan (the “Rights Plan”) to protect the interests of all shareholders. The Rights Plan is effective immediately.
The Board adopted the Rights Plan in response to recent large accumulations of portions of SilverBow’s outstanding common stock. The Rights Plan is similar to other rights plans adopted by public companies and is intended to promote the fair and equal treatment of all shareholders. The rights plan is designed to enable all shareholders of the Company to realize the long-term value of their investment and is intended to protect SilverBow and its shareholders against the efforts of a single shareholder or a group to obtain control. of the Company without paying a control premium.
Marcus C. Rowland, Independent Chairman of the Board, said, “SilverBow’s Board of Directors is committed to acting in the best interests of all shareholders of the company and will continue to take actions which we believe , will generate long-term value. We want investors to realize the full value of their investment and to receive fair and equal treatment, which the rights plan is designed to ensure.
ADDITIONAL INFORMATION ON THE SHAREHOLDER RIGHTS PLAN
Rights will only be exercisable if a person or group acquires 15% or more of the outstanding common shares of the Company. Each right will entitle shareholders to purchase one thousandth of a new series of participating junior preferred shares at an exercise price of $160.00.
If a person or group acquires 15% of the outstanding common shares of the Company, each right will entitle its holder (other than such person or members of such group) to purchase for $160.00, a certain number of common shares of the Company having a market value of twice that value the price. In addition, at any time after a person or group has acquired 15% of the outstanding common shares of the Company, the board of directors of the Company may exchange one common share of the Company for each outstanding right (other than the rights held by that person or group, which would have become void).
Prior to the acquisition by any person or group of beneficial ownership of 15% of the common shares of the Company, 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 the beneficial ownership of the number of shares of the Common Shares of the Company equivalent to the economic exposure created by the derivative position, to the extent that the actual shares of the Company are held directly or indirectly by counterparties to the derivative contracts.
The dividend distribution will be made on October 5, 2022, payable to shareholders on that date and is not taxable to shareholders. The Rights will expire on the earlier of (i) the close of business on the first day following the date of the first annual meeting of shareholders of the Company following the date of the Rights Plan and (ii) June 30, 2023, unless the rights are refunded or exchanged sooner.
A copy of the shareholder 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 and Austin Chalk shales in southern Texas. With over 30 years of experience in South Texas, the company has an in-depth knowledge of regional reservoirs which it operates to build a high-quality drilling inventory while continually improving its operations to maximize returns on investment. . For more information, visit www.sbow.com. Information on the company’s website is not part of this release.
This release contains “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 regarding 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 facts included in this press release, including those regarding our strategy, benefits and impacts of the rights plan, shareholder relations, management plans and objectives are forward-looking statements. When used in this report, the words ‘will’, ‘could’, ‘believe’, ‘anticipate’, ‘intend’, ‘estimate’, ‘budgeted’, ‘directions’, ‘ expect to”, “could”, “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 global health events and related economic impacts, the actions of members of the Petroleum Exporting Countries Organization (“OPEC”) and Russia, general economic and political conditions, our acquisition strategy, interest rates, inflationary pressures, general economic slowdown or recession, political tensions or war, related risks acquisitions, operational challenges, natural gas volatility, oil and NGL prices, future cash flows and their adequacy to maintain our ongoing operations, liquidity, borrowing capacity and future compliance with covenants, operating results, asset disposal efforts or the timing or outcome thereof, ongoing joint ventures s and potential, capital expenditures, depreciations, availability, cost and terms of capital, timing and successful and complete drilling ion of wells, availability and cost of transportation of oil and natural gas, costs of operating and developing our properties and the conduct of other operations, competition in the oil and natural gas industry, opportunities for asset monetization, our ability to execute strategic initiatives, the effectiveness of our risk management, government 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 fiscal 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 press 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 or implied by the forward-looking statements we make in this release are reasonable, we cannot guarantee that such plans, intentions or expectations will be realized. The risk and other factors discussed herein and in the Company’s filings with the SEC could cause its actual results to differ materially from those contained in any forward-looking statements. These cautionary statements qualify all forward-looking statements attributable to us or to persons acting on our behalf.
All subsequent written and oral forward-looking statements attributable to us or 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 these forward-looking statements that may be made to reflect events or circumstances after the date of this release or to reflect the occurrence of unforeseen events, except as required by law. ‘required.