SBOW: Update from Reuters - Mar 13 at 9:30CT

Post Reply
dan_s
Posts: 34648
Joined: Fri Apr 23, 2010 8:22 am

SBOW: Update from Reuters - Mar 13 at 9:30CT

Post by dan_s »

UPDATE 1-Kimmeridge makes new $2.1 bln offer for SilverBow
David French
Wed, Mar 13, 2024, 9:30 AM CDT2 min read

(Changes sourcing to statement, adds details and Dell comments throughout, SilverBow statement)

By David French

March 13 (Reuters) - Kimmeridge Energy Management has submitted a new offer to acquire SilverBow Resources that values the U.S. oil and gas producer at close to $2.1 billion, including debt, the investment firm said on Wednesday.

The offer is a variation of previous unsuccessful bids for SilverBow that Kimmeridge has mounted over the last two years, combining SilverBow with Kimmeridge's gas-producing assets in South Texas, which Kimmeridge values at about $1.4 billion, including debt.

Under Kimmeridge's proposal, SilverBow shareholders would be rolling their equity into the combined company at a valuation of $34 per share, according to a statement, which confirmed an earlier Reuters report.

SilverBow shares gained 3.3% in early trading to $32.77.

In a separate statement, SilverBow said it "will carefully review and consider the proposal to determine the course of action that it believes is in the best interest of the company and all of its shareholders".

As well as contributing its South Texas assets, Kimmeridge would inject $500 million into the combined company to help pay down debt, Kimmeridge's statement said.

"It's really transformative in where it positions this company today," Ben Dell, managing partner of Kimmeridge, told Reuters in an interview, noting he believed a combined company would trade between $60 and $65 per share.

Dell said the improved finances resulting from the deal should allow SilverBow to start paying dividends, and would help it to pursue future acquisition opportunities.

The investment firm would own a majority of the combined company, which would remain publicly listed, and would choose five directors of a nine-person board.

SilverBow said in an open letter to its shareholders on March 1 that it entertained Kimmeridge's previous overtures since July 2022 in vain, because Kimmeridge could not secure the necessary financing.

Kimmeridge's latest offer includes letters from financial institutions that have indicated they are confident they can bankroll the deal.

Addressing previous deal talks, Dell said of SilverBow, they had never done due diligence on Kimmeridge's assets and "never meaningfully engaged in a combination discussion, which has been disappointing".

Kimmeridge is the largest shareholder in SilverBow with a 12.9% stake. Last month, Kimmeridge said it would nominate three directors to join SilverBow's board at its annual shareholder meeting. It said in November it backed calls by another large SilverBow shareholder, Riposte Capital, for board changes to address governance and performance concerns.

SilverBow's operations are in the Eagle Ford shale formation in south Texas, adjacent to Kimmeridge's assets. The tie-up would create one of the biggest energy producers solely focused on the Eagle Ford, benefiting from economies of scale and favorable location for supplying key liquefied natural gas export terminals on the Gulf coast. (Reporting by David French in New York; Editing by Stephen Coates and Tomasz Janowski)
Dan Steffens
Energy Prospectus Group
dan_s
Posts: 34648
Joined: Fri Apr 23, 2010 8:22 am

Re: SBOW: Update from Reuters - Mar 13 at 9:30CT

Post by dan_s »

From one of our members in New York
--------------------------
Subject: (PRN) Kimmeridge Issues Open Letter to SilverBow Shareholders Outlining Proposed Combination with Kimmeridge Texas Gas

BFW 03/13 11:08 Kimmeridge Proposes to Combine Texas Gas Unit With Silverbow
BN 03/13 11:01 *KIMMERIDGE ISSUES OPEN LETTER TO SILVERBOW HOLDERS
BN 03/13 11:02 *KIMMERIDGE URGES SILVERBOW BOARD TO ENGAGE IN GOOD FAITH TALKS
BN 03/13 11:02 *KIMMERIDGE OFFERS TO COMBINE TEXAS GAS UNIT WITH SILVERBOW

Kimmeridge Issues Open Letter to SilverBow Shareholders Outlining Proposed Combination with Kimmeridge Texas Gas
2024-03-13 11:00:09.850 GMT

Kimmeridge Issues Open Letter to SilverBow Shareholders Outlining Proposed
Combination with Kimmeridge Texas Gas

PR Newswire

NEW YORK and DENVER, March 13, 2024

Would create preeminent pure-play Eagle Ford shale operator

Proposed combination and additional $500 million equity investment represent a
premium of 21% to 30-day volume-weighted average price with significant upside
potential

Urges SilverBow Board to engage in good faith negotiations and provide
shareholders the opportunity to vote on its value-enhancing proposal

Kimmeridge to host investor conference call to discuss its proposal on March
14 at 11:00 am ET

NEW YORK and DENVER, March 13, 2024 /PRNewswire/ -- Kimmeridge, an alternative
asset manager focused on the energy sector, today delivered to the SilverBow
Resources ("SilverBow") Board of Directors (the "Board") a proposal to combine
Kimmeridge Texas Gas ("KTG") and SilverBow. The KTG assets have an equity
value of $1.1 billion and an expected enterprise value of $1.4 billion at
closing of the proposed transaction (the "Transaction").

Kimmeridge (PRNewsfoto/Kimmeridge)

Under the terms of the proposal, Kimmeridge would contribute the KTG assets to
SilverBow in exchange for 32.4 million shares priced at $34 per share. In
addition, Kimmeridge will inject $500 million of fresh equity capital at the
same price of $34 per share, in exchange for 14.7 million shares. At closing
of the Transaction, Kimmeridge and its affiliates would own a majority of the
outstanding shares of the combined company ("CombineCo"), with a total of 50.3
million shares of common stock (inclusive of Kimmeridge's current 3.3 million
share position in SilverBow).

The Transaction will be accretive to SilverBow shareholders. The $34 share
price represents a premium of 8.5% over SilverBow's closing share price on
March 11, 2024 and 21% over the 30-day volume-weighted average price of $28.12
as of March 11, 2024.

Kimmeridge has sufficient capital to fully finance the equity investment of
$500 million and intends to use those funds to pay down SBOW's existing
long-term debt obligations. Kimmeridge has received highly confident letters
from Barclays, RBC Capital Markets and other lenders with respect to the debt
consideration required to facilitate the Transaction.

Concurrent with delivering its proposal, Kimmeridge published a formal offer
letter and investor presentation on its website (https://kimmeridge.com/sbow/)
and issued the following open letter to shareholders:

***

Fellow Shareholders,

As the largest investor in SilverBow, holding 12.9% of outstanding shares, we
are writing to share a strategic vision that would position SilverBow to drive
compelling value creation for all shareholders. We have sought to engage in a
constructive dialogue with SilverBow's Board about a proposal that would
create a preeminent pure-play Eagle Ford shale operator, and a partner of
choice for future consolidation.

Unfortunately, the company's Board and management have consistently dismissed
our efforts. Following the Board's March 1 letter to shareholders, which
further solidified their position and misled the investment community as to
our efforts, we felt it was critical to give all shareholders the opportunity
to evaluate the value-enhancing Transaction we have set forth here.

Creating the Largest Pure-Play Operator in South Texas

The proposed Transaction would immediately create the largest public pure-play
Eagle Ford shale operator with enhanced scale, a low-cost, high-margin
production base, a strong and flexible balance sheet, and a clear path to
compelling shareholder returns. We believe all shareholders will benefit from
the opportunity to participate in the compelling upside of a larger and more
resilient company that is uniquely positioned to drive growth and lead the
next phase of consolidation in the Eagle Ford.

The combined company would operate at the front end of the cost curve, with
over 14 years of high-quality inventory. With a de-levered balance sheet, the
company would target a 65-70% reinvestment rate, creating a clear path to
access the high-yield market and be positioned to begin returning cash to
shareholders in 2025 through a significant dividend.

Kimmeridge would also leverage its deep experience to empower the combined
company to become a sustainability leader in the upstream sector – including a
commitment to net-zero GHG emissions in 2025 and obtaining gas certification
across the consolidated portfolio. By way of example, Kimmeridge pioneered the
founding of Civitas Resources, which became Colorado's first carbon-neutral
energy producer on day 1 of its operations.

Importantly, under our proposal, the combined company would adopt
best-in-class governance practices directly aligned with the interests of
shareholders. This new structure would feature: Board and management
compensation tied to absolute TSR and higher equity ownership for management,
a majority independent, declassified board of directors with vast expertise, a
7-year term limit for directors, and enhanced shareholder rights. The
refreshed Board would be comprised of 9 total directors. Kimmeridge would
nominate 5 directors, including a Kimmeridge-nominated Chair and 4 independent
directors. SilverBow would nominate the remaining 4 directors.

Furthermore, we intend to follow a "best athlete" approach in forming a
management team that brings a wealth of experience to benefit the combined
company. For continuity, Kimmeridge anticipates retaining key members of the
SBOW C-suite while enhancing leadership with additional hires.

Leveraging Our Expertise to Drive Value for All Shareholders

Kimmeridge has a proven history of partnering with management teams across the
oil and gas sector to enhance profitability, establish best-in-class
sustainability programs, and align with shareholder interests. As part of
these efforts, Kimmeridge has developed extensive experience in supporting the
consolidation of smaller, disaggregated assets at attractive entry points, as
it did with Civitas.

For instance, when Kimmeridge first led the formation of Civitas, the $1.2
billion platform had just emerged from bankruptcy proceedings. Approximately 3
years later, its equity valuation now stands at approximately $7 billion with
peer-leading capital returns to shareholders.

Kimmeridge would bring its deep operational and financial expertise to bear on
behalf of the combined company. We would work collaboratively to position the
new company for consolidation and related measures to unlock its significant
value potential for all stakeholders.

Giving Shareholders a Voice

Given the combination's clear strategic and financial merits, and in the
interests of full transparency, we are making public our offer letter and
supporting deck. Shareholders can assess for themselves the benefits of the
proposed merger relative to SilverBow's current standalone trajectory.

If SilverBow is as committed to hearing the perspectives of shareholders as it
purports to be, then it will be open to the following proposed process:

1. Engaging in good faith discussions with Kimmeridge;
2. Working to reach a definitive agreement by April 26; and
3. Ultimately taking the Transaction to a shareholder vote – where the owners
of the company will have the final say.

Contrary to what the SilverBow Board would have you believe, Kimmeridge's
focus throughout our engagement has squarely been on putting forward a highly
compelling Transaction that paves the way for value creation for all.

Thank you,

Ben Dell, Co-Founder and Managing Partner of Kimmeridge

***

Investor Conference Call Information

Kimmeridge will host an investor conference call to discuss its proposal on
March 14^th at 11:00 a.m. ET. To access the conference call, please dial (800)
579-2543 (U.S. toll-free) or (785) 424-1789 (international) and reference
conference ID 265573. The conference call will also be available as a
listen-only webcast here. As noted above, the slide presentation that
accompanies the proposal is available on the Kimmeridge website
(https://kimmeridge.com/sbow/).

For more information on this proposal, please see the associated Offer Letter
here and Supporting Slides here.

About Kimmeridge

Founded in 2012 by Ben Dell, Dr. Neil McMahon and Henry Makansi, Kimmeridge is
an alternative asset manager focused on the energy sector. The firm is
differentiated by its direct investment approach, deep technical knowledge,
active portfolio management and proprietary research and data gathering.

Media

Kekst CNC
Daniel Yunger / Anntal Silver / Emma Cloyd
Kekst-KTG@kekstcnc.com

Cautionary Statement Regarding Forward-Looking Statements

This press release does not constitute an offer to sell or solicitation of an
offer to buy any of the securities described herein in any state to any
person. The information herein contains "forward-looking statements". Specific
forward-looking statements can be identified by the fact that they do not
relate strictly to historical or current facts and include, without
limitation, words such as "may," "will," "expects," "believes," "anticipates,"
"plans," "estimates," "projects," "potential," "targets," "forecasts,"
"seeks," "could," "should" or the negative of such terms or other variations
on such terms or comparable terminology. Similarly, statements that describe
our objectives, plans or goals are forward-looking. Forward-looking statements
are subject to various risks and uncertainties and assumptions. There can be
no assurance that any idea or assumption herein is, or will be proven, correct
or that any of the objectives, plans or goals stated herein will ultimately be
undertaken or achieved. If one or more of such risks or uncertainties
materialize, or if Kimmeridge underlying assumptions prove to be incorrect,
the actual results may vary materially from outcomes indicated by these
statements. Accordingly, forward-looking statements should not be regarded as
a representation by Kimmeridge that the future plans, estimates or
expectations contemplated will ever be achieved.

Important Information

KEF Investments, LP ("KEF Investments"), KEF Fund V Investments, LP ("KEF Fund
V"), Kimmeridge Energy Management Company, LLC ("KEMC"), Benjamin Dell,
Alexander Inkster, Neda Jafar, Denis Laloy, Noam Lockshin, Henry Makansi, Neil
McMahon, Douglas E. Brooks, Carrie M. Fox and Katherine L. Minyard (all of the
foregoing, collectively, the "Participants") intend to file a definitive proxy
statement and accompanying proxy card (the "Proxy Statement") with the
Securities and Exchange Commission (the "SEC") to be used to solicit proxies
in connection with the 2024 annual meeting of shareholders (the "Annual
Meeting") of SilverBow Resources, Inc. (the "Company"). Shareholders of the
Company are advised to read the definitive proxy statement and other documents
related to the solicitation of proxies with respect to the Company by the
Participants as they become available because they will contain important
information. They will be made available at no charge on the SEC's website,
https://www.sec.gov/.

KEMC may be deemed to "beneficially own" (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934) 3,281,356 shares of common stock,
par value $0.01 per share, of the Company (the "Common Stock") (including 100
shares held in record name by each of KEF Investments and KEF Fund V). None
of the other Participants beneficially own any securities of the Company.

Additionally, on March 13, 2024, KEMC delivered to the Company's Board a
non-binding proposal to merge Kimmeridge Texas Gas, LLC with the Company's
existing assets and inject $500M of fresh equity capital in exchange for
shares of the combined public company at a price of $34 per share of Common
Stock.



Cision View original content to download
multimedia:https://www.prnewswire.com/news-releases/kimmeridge-issues-open-letter-to-silverbow-shareholders-outlining-proposed-combination-with-kimmeridge-texas-gas-302087507.html

SOURCE Kimmeridge

-0- Mar/13/2024 11:00 GMT



To view this story in Bloomberg click here:
https://blinks.bloomberg.com/news/stories/SAA989TP3SHV
Dan Steffens
Energy Prospectus Group
Post Reply