Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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| Schedule 13D | Page 1 of 7 |
CUSIP No. 82836G 102
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Silverbow Resources, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
82836G 102
(CUSIP Number)
Gabe
Brecher
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)
September 13, 2023
(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 | Page 2 of 7 |
CUSIP No. 82836G 102
| 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
AF | ||
| 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
4,112,540 (1) | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
4,112,540 (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,112,540 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2% (2) | ||
| 14 | TYPE OF REPORTING PERSON
OO | ||
(1) Consists of 4,112,540 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 4,112,540 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 22,618,351 outstanding shares of Common Stock of the Issuer as of September 8, 2023 as reported by the Issuer in its prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on September 12, 2023.
| Schedule 13D | Page 3 of 7 |
CUSIP No. 82836G 102
| 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
AF | ||
| 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
4,112,540 (1) | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
4,112,540 (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,112,540 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2% (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 4,112,540 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 22,618,351 outstanding shares of Common Stock of the Issuer as of September 8, 2023, as reported by the Issuer in its prospectus supplement filed with the SEC on September 12, 2023.
| Schedule 13D | Page 4 of 7 |
CUSIP No. 82836G 102
| 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
AF | ||
| 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
4,112,540 (1) | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
4,112,540 (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,112,540 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2% (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 4,112,540 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 22,618,351 outstanding shares of Common Stock of the Issuer as of September 8, 2023, as reported by the Issuer in its prospectus supplement filed with the SEC on September 12, 2023.
| Schedule 13D | Page 5 of 7 |
CUSIP No. 82836G 102
| 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
AF | ||
| 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
4,112,540 (1) | ||
| 9 | SOLE DISPOSITIVE POWER
0 | ||
| 10 | SHARED DISPOSITIVE POWER
4,112,540 (1) | ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,112,540 (1) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2% (2) | ||
| 14 | TYPE OF REPORTING PERSON
IN | ||
(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 4,112,540 shares of the Issuer. Mr. Khosla is the managing member of Milestone Holding Company, LLC, which in turn is the sole managing member of Midwood Holdings, LLC. Midwood Holdings, LLC is the managing member of Strategic Value Partners, LLC. Mr. Khosla 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 22,618,351 outstanding shares of Common Stock of the Issuer as of September 8, 2023, as reported by the Issuer in its prospectus supplement filed with the SEC on September 12, 2023.
| Schedule 13D | Page 6 of 7 |
CUSIP No. 82836G 102
AMENDMENT NO. 10 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, Amendment No. 8 thereto filed on July 8, 2022 and Amendment No. 9 thereto filed on August 26, 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:
The information provided in Item 6 to this Amendment No. 10 is incorporated by reference into this Item 4.
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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Underwriting Agreement
On September 13, 2023, SVMF 71 LLC, as a selling stockholder, entered into an underwriting agreement (the “Underwriting Agreement”), dated September 13, 2023, with the Issuer and Citigroup Global Markets Inc. and Mizuho Securities USA LLC as representatives (the “Representatives”) of the underwriters named on Schedule III thereto, pursuant to which SVMF 71 LLC agreed to sell 1,189,189 shares of the Issuer’s Common Stock to the Representatives in a registered public offering at a price of $37.00 per share, pursuant to a prospectus supplement (the “Prospectus Supplement”), to the base prospectus dated as of May 11, 2023 which forms a part of the Issuer’s shelf registration statement on Form S-3 (Registration No. 333-271821), filed with the SEC on May 11, 2023 (the “Offering”). The Offering is expected to close on or about September 18, 2023. Pursuant to the Underwriting Agreement, SVMF 71 LLC and the Issuer have granted the Representatives a 30-day option from the date of the Prospectus Supplement to purchase up to 600,000 additional shares at the public offering price, less the underwriting discount (the “Over-allotment Option”). The Issuer will not receive any proceeds from the sales of Common Stock by SVMF 71 LLC in connection with the Offering or the Over-allotment Option thereto.
Lock-up Agreement
In connection with the Offering, on September 13, 2023, SVMF 71 LLC entered into a Lock-up Agreement (the “Lock-up Agreement”) with the Representatives, pursuant to which SVMF 71 LLC agreed to not, subject to certain limited exceptions, offer, sell, contract to sell, pledge, hedge or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in a disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by SVMF 71 LLC or any affiliate of SVMF 71 LLC or any person in privity with SVMF 71 LLC or any affiliate of SVMF 71 LLC), directly or indirectly, including the filing (or participation in the filing) of any registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended and the rules and regulations of the SEC promulgated thereunder with respect to, any shares of capital stock of the Issuer or any securities convertible into, or exercisable or exchangeable for such capital stock and to not publicly announce an intention to effect any such of the foregoing transactions, for a period from the date of the Lock-up Agreement until 60 days after the date of the Underwriting Agreement, without the prior written consent of the Representatives.
| Schedule 13D | Page 7 of 7 |
CUSIP No. 82836G 102
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: September 14, 2023
| STRATEGIC VALUE PARTNERS, LLC | |||
| By: | /s/ Lewis Schwartz | ||
| Name: | Lewis Schwartz | ||
| Title: | Chief Financial Officer | ||
| SVP SPECIAL SITUATIONS III LLC | |||
| By: | /s/ Lewis Schwartz | ||
| Name: | Lewis Schwartz | ||
| Title: | Chief Financial Officer | ||
| SVP SPECIAL SITUATIONS III-A LLC | |||
| By: | /s/ Lewis Schwartz | ||
| Name: | Lewis Schwartz | ||
| Title: | Chief Financial Officer | ||
| By: | /s/ Victor Khosla | ||
| Victor Khosla | |||