| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 13, 2023, SilverBow Resources, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with SVMF 71, LLC, as the selling stockholder (the “Selling Stockholder”), and Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Underwriters agreed to purchase from the Company and the Selling Stockholder an aggregate of 4,000,000 shares of the Company’s common stock (the “Firm Shares”), which includes 2,810,811 shares offered by the Company and 1,189,189 shares offered by the Selling Stockholder (the “Offering”). Pursuant to the Underwriting Agreement, the Company and the Selling Stockholder also have granted the Underwriters a 30-day option to purchase up to an additional aggregate 600,000 shares of the Company’s common stock (together with the Firm Shares, the “Shares”). The aggregate net proceeds to the Company for the Firm Shares, after underwriting fees and commissions and before expenses, is approximately $97.8 million. The Company will not receive any proceeds from any sale of the Shares by the Selling Stockholder.
The closing of the issuance and sale of the Shares occurred on September 18, 2023. The Offering has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3 (Registration No. 333-271821) of the Company (the “Registration Statement”), which became effective on May 24, 2023, and the prospectus supplement dated September 13, 2023, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act. A legal opinion related to the Registration Statement is filed herewith as Exhibit 5.1.
The Underwriting Agreement contains customary representations, warranties and covenants, including indemnification and contribution obligations of the Company, the Underwriters and the Selling Stockholder, including for liabilities under the Securities Act. Certain of the Underwriters and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions with the Company in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions. The foregoing description of the terms of the Underwriting Agreement are qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit Number | | Description |
| |
| 1.1 | | Underwriting Agreement, dated September 13, 2023, among SilverBow Resources, Inc., SVMF 71, LLC, and Citigroup Global Markets Inc. and Mizuho Securities USA LLC, as representatives of the several underwriters named therein |
| |
| 5.1 | | Opinion of Gibson, Dunn & Crutcher LLP |
| |
| 23.1 | | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1) |
| |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
2
