SILVERBOW RESOURCES, INC.: M&A transaction — SilverBow closes $700M Chesapeake Eagle Ford acquisition; expands borrowing base to $1.2B

SILVERBOW RESOURCES, INC.

Total consideration $700M: $650M cash at close, $50M deferred, plus up to $50M contingent on commodity prices.
Borrowing base under credit facility increased from $775M to $1.2B; additional $350M second lien notes issued (total $500M), maturity extended to 2028.
Preliminary 2024 outlook: production 551–611 MMcfe/d (~40% liquids), capex $550–$580M, with 3-rig program.
Year-end 2023 liquidity approximately $464M; 2024 hedges in place on ~55% of production at $3.83/MMBtu gas floor, $74.02/bbl oil floor.
Acquisition transforms SilverBow into largest public pure-play Eagle Ford operator with >220,000 net acres and 1,000 drilling locations.

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Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

SILVERBOW RESOURCES, INC. amended credit facility of increased the Borrowing Base from $775 million to $1.2 billion with JPMorgan Chase Bank, N.A..

Instrument: credit facility
Principal: increased the Borrowing Base from $775 million to $1.2 billion
Counterparty: JPMorgan Chase Bank, N.A.
Event: amendment

Exact text from the filing

increased the Borrowing Base (as defined in the Credit Agreement) from $775 million to $1.2 billion

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

SILVERBOW RESOURCES, INC. incurred senior notes of $350 million principal amount of second lien notes with U.S. Bank Trust Company, National Association maturing December 15, 2028.

Instrument: senior notes
Principal: $350 million principal amount of second lien notes
Counterparty: U.S. Bank Trust Company, National Association
Maturity: December 15, 2028
Event: incurrence

Exact text from the filing

issued and sold an additional $350 million principal amount of second lien notes, resulting in $500 million aggregate principal amount of second lien notes outstanding

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

SILVERBOW RESOURCES, INC. completed an acquisition involving Chesapeake Exploration, L.L.C., Chesapeake Operating, L.L.C., Chesapeake Energy Marketing, L.L.C. and Chesapeake Royalty, L.L.C. for approximately $700 million, comprised of $650 million paid in cash at closing of the Transaction and an additional $50 million deferred cash payment (closed 2023-11-30).

Action: acquisition
Counterparty: Chesapeake Exploration, L.L.C., Chesapeake Operating, L.L.C., Chesapeake Energy Marketing, L.L.C. and Chesapeake Royalty, L.L.C.
Consideration: approximately $700 million, comprised of $650 million paid in cash at closing of the Transaction and an additional $50 million deferred cash payment
Closing: 2023-11-30

Exact text from the filing

Operating, L.L.C., Chesapeake Energy Marketing, L.L.C. and Chesapeake Royalty, L.L.C. (the “Chesapeake Sellers”). Total consideration for the Transaction was approximately $700 million, comprised of $650 million paid in cash at closing of the Transaction and an additional $50 million deferred cash payment due on the first anniversary of the closing of the

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SILVERBOW RESOURCES, INC. amended Fourth Amendment to the Note Purchase Agreement with U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as agent and collateral agent (effective 2023-11-30).

Action: amendment
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as agent and collateral agent
Effective: 2023-11-30

Exact text from the filing

On November 30, 2023, in connection with the closing of the Transaction, the Company entered into the Fourth Amendment to the Note Purchase Agreement (the “Fourth Amendment”) among the Company, as issuer, U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as agent and collateral agent, the guarantors party thereto, the note purchasers and other parties that are party thereto.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SILVERBOW RESOURCES, INC. amended Eleventh Amendment to First Amended and Restated Senior Secured Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent (effective 2023-11-30).

Action: amendment
Agreement: credit facility
Counterparty: JPMorgan Chase Bank, N.A., as administrative agent
Effective: 2023-11-30

Exact text from the filing

On November 30, 2023, in connection with the closing of the Transaction (as defined below), SilverBow Resources, Inc. (the “Company”), as borrower, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent (the “First Lien Agent”), and the other lenders party thereto entered into the Eleventh Amendment to First Amended and Restated Senior Secured Credit Agreement (the “Eleventh Amendment”).

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Source: SEC EDGAR

accession 0001193125-23-287448

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