SILVERBOW RESOURCES, INC. : Completion of Acquisition or Disposal of Assets, Unrecorded Sale of Equity Securities, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)

Item 2.01 Completion of Acquisition or Disposal of Assets

On June 30, 2022, SilverBow Resources, Inc. (the “Company”) and its operating subsidiary, SilverBow Resources Operating, LLCclosed the previously announced transaction pursuant to the purchase and sale agreement, dated April 13, 2022
(the “Purchase Agreement”) with Sundance Energy, Inc. (“Sundance”), Armadillo E&P, Inc. (“Tattoo”) and SEA Eagle Ford, LLC (collectively with Sundance and Armadillo, the “Sellers”), thereby acquiring certain oil and gas assets located in Atascosis, the room, living oak and McMullen Counties, Texas (the transaction”). The total consideration for the transaction was approximately $354 millionincluding (a) $225 million in cash, subject to customary adjustments, and (b) 4,148,472 ordinary shares of the Company (“Share Consideration”). The equity consideration was valued based on the 30-day volume-weighted average trading price of the Company’s common shares at April 8, 2022. Sellers can also receive up to $15 million in conditional cash consideration based on crude oil price levels in 2022 and 2023.

The foregoing description of the transaction and the purchase agreement does not purport to be complete and is qualified in its entirety by reference to the purchase agreement, which was included in the Company’s Quarterly Report on Form 10. -Q as filed with the US Securities and Exchange Commission (“SEC”) on
May 5, 2022and the Company’s definitive proxy statement as filed with the SECOND
on May 9, 2022.

Item 3.02 Unrecorded Sales of Equity securities

The issuance of the Share Consideration for the Transaction pursuant to the Purchase Agreement, as described in Section 1.01 above which is incorporated into this Section 3.02 by reference, was made on the basis of the Exemption of registration requirements of the Securities Act 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof, which exempts transactions effected by a issuer not involving a public offer.

Item 7.01. FD Regulation Disclosure

On July 5, 2022, the Company has issued a press release regarding the closing of the Transaction. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8K.

Also on July 5, 2022, the Company has posted a corporate presentation on its website at www.sbow.com, which the Company may use from time to time in communications or conferences. A copy of the company’s presentation is attached as Exhibit 99.2 to this current report on Form 8-K.

Consistent with Policy Statement B.2 of Form 8-K, information furnished under this 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. (the “Exchange Act”) or otherwise subject to the control of this section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, unless expressly stated otherwise. by specific reference in such deposit.

Item 9.01. Financial statements and supporting documents

(a) Financial statements of acquired businesses or funds.

As required, the applicable financial statements set forth in Section 9.01 of Form 8-K and Rule SX have been included in the Company’s definitive proxy statement, as filed with the SECOND on May 9, 2022 and the company’s current report on Form 8-K as filed with the SECOND on June 6, 2022.

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(b) Pro forma financial information.

As required, the applicable pro forma financial information set forth in Section 9.01 of Form 8-K and Rule SX has been included in the Company’s definitive proxy statement filed with the SECOND on May 9, 2022 and the Company’s current report on 8-K as filed with the SECOND on June 6, 2022.

(c) Exhibits


Exhibit
Number                                 Description
   99.1       SilverBow Resources, Inc. Press Release, dated July 5, 2022
   99.2       SilverBow Resources, Inc. July 2022 Corporate Presentation
    104     Cover Page Interactive Data File (formatted as Inline XBRL)



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