SilverBow Resources Successfully Executing Strategic Priorities to Drive Shareholder Value
Files Investor Presentation and Sends Letter to Shareholders Highlighting Track Record of Profitable Growth
Board Urges Shareholders to Vote “FOR” ALL of SilverBow’s Highly Qualified Directors on the WHITE Proxy Card
HOUSTON–(BUSINESS WIRE)–SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow” or the “Company”) today released an investor presentation and mailed a letter to shareholders in connection with the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). Both will be filed with the U.S. Securities and Exchange Commission. Additional company resources for the 2024 Annual Meeting can be found at www.futureofsilverbow.com.
Highlights include:
- SilverBow Has a Strong Track Record of Outperformance: Since 2021, our total shareholder return is 503%, compared to 193% for the XOP E&P Index.1
- Management Is Successfully Executing its Proven Strategy: We are generating strong operating results and recently set quarterly records for free cash flow and adjusted EBITDA.2 We expect this momentum to continue; and
- The Board Is Acting in Shareholders’ Best Interests: Our Board is composed of independent directors that bring direct industry expertise and public company board and executive leadership experience.
The full text of the letter follows:
Dear Fellow Shareholders,
SilverBow Resources’ Board and management team remain laser-focused on positioning the business to continue driving value for ALL shareholders. Our stock has significantly outperformed the XOP Index over the last several years.
On the other hand, Kimmeridge Energy Management Company, LLC, is running a costly proxy fight to gain control of your Company without paying you a premium for your investment. Kimmeridge has one goal: to force a dilutive, value-destructive combination with Kimmeridge Texas Gas (KTG).
Shareholders should note:
- SilverBow Has a Strong Track Record of Outperformance: Since 2021, our total shareholder return is 503%, compared to 193% for the XOP E&P Index. 1
- Management Is Successfully Executing its Proven Strategy: We are generating strong operating results and recently set quarterly records for free cash flow and adjusted EBITDA.2 We expect this momentum to continue.
- The Board Is Acting in Shareholders’ Best Interests: Our Board is composed of independent directors that bring direct industry expertise and public company board and executive leadership experience.
To protect the value of your investment, using the WHITE proxy card, please vote “FOR” all SilverBow director nominees: Gabriel L. Ellisor, Kathleen McAllister and Charles W. Wampler.
You can learn more about the quality of our Board, positive governance changes and SilverBow’s value creation opportunity at www.futureofsilverbow.com.
Additional information that outlines our strategy can be found in the investor presentation SilverBow recently published at www.futureofsilverbow.com/investor-presentation.
SilverBow’s Proven Strategy Is Delivering Results
Our Board has been overseeing a clear and proven strategy to drive shareholder value by:
- Building a scaled and durable portfolio characterized by a deep inventory of drilling opportunities and commodity diversity;
- Driving efficiencies and enhancing margins to capture sustainable capital efficiencies and greater margins;
- Delivering profitable growth through continued execution of our returns-focused strategy; and
- Strengthening the balance sheet and deepening liquidity, with strong free cash flow generation.
The results of this strategy:
- Secured decade+ of high-quality drilling inventory with about 1,000 locations across our 220,000 net acres;
- Executed a transformative South Texas acquisition in late 2023 that enhanced scale and added important capital allocation flexibility;
- Achieved peer-leading cost structure (opex 40%+ lower than peer average and cash G&A 65%+ lower than peer average) and best-in-class margin profile (EBITDA margin 20%+ higher than peer average);
- Posted 21% average ROCE (2021-23);
- Generated four consecutive years of free cash flow through ongoing capital discipline;
- Improved our capital structure through a lower debt, higher liquidity focus; and
- Optimized 2024 plan to maximize free cash flow and fund high-return oil and liquids developments.
Our success is being recognized by the market. The Company has outpaced the XOP E&P index since 2021, delivering total shareholder returns of 503% compared to 193% for the XOP E&P Index, as well as outsized returns over one-, three- and five-year periods.1,3
SilverBow’s Highly Qualified Directors Are Also Further Enhancing Our Governance
A strong Board and robust governance practices are critical to sustained value creation. Our legacy existing governance structure was adopted in the aftermath of our 2016 financial restructuring. As our original ownership has changed, our Board is evolving SilverBow’s governance to better align with best practices.
After discussions with our current shareholders, we are proposing significant governance changes at the upcoming 2024 Annual Meeting:
- Declassifying the Board and providing for the annual election of all directors;
- Adopting a majority voting standard in uncontested elections of directors; and
- Eliminating the supermajority vote requirements for shareholders to amend certain provisions of our certificate of incorporation.
We have also continued to strengthen our Board with new skill sets, collective experiences and enhanced diversity.
We have a highly engaged, experienced Board that is working to maximize value. Since 2023, SilverBow has added four highly qualified new independent directors, which we believe gives us the right balance of valuable company knowledge and fresh perspectives in the boardroom. Each director has extensive experience in the energy sector, including Leland T. “Lee” Jourdan, the Board’s most recent addition.
Our three independent directors who are up for election at this year’s Annual Meeting – Gabriel L. Ellisor, Kathleen McAllister and Charles W. Wampler – bring extensive public company board and executive leadership experience. Of note, Kathleen McAllister is a recent addition to the Board, joining in January 2023.
|
Our Directors Are Independent, Highly Qualified and Not Conflicted |
|
|
Gabriel L. Ellisor |
|
|
Kathleen McAllister |
|
|
Charles W. Wampler |
|
In contrast to Kimmeridge’s highly conflicted nominees who have a personal interest in supporting Kimmeridge’s dilutive proposal, our directors are focused on delivering value for SilverBow shareholders.
Kimmeridge’s Proxy Fight Is About Forcing a Value-Destructive Combination With Kimmeridge Texas Gas (KTG); Its Highly Conflicted Nominees Are Incentivized to Carry Out Kimmeridge’s Self-Serving Agenda
We have put out extensive information about our two-year engagement with Kimmeridge. This includes reaching a deal on agreed terms, which Kimmeridge ultimately reneged on because they were unable to secure financing. Most recently, Kimmeridge presented a value-destructive proposal to merge KTG with SilverBow which undervalued SilverBow while substantially overvaluing its own KTG assets. The SilverBow Board previously rejected the proposal, determining that it was NOT in the best interests of SilverBow shareholders. SilverBow published our analysis of the proposal in our April 22, 2024 shareholder letter, also available here.
Although Kimmeridge withdrew its proposal, we believe they are pursuing a proxy contest in an attempt to gain control of SilverBow and ultimately force this value-destructive transaction upon our shareholders.
We strongly believe appointing Kimmeridge’s nominees to the Board would jeopardize SilverBow’s proven strategy and business plan and ultimately diminish shareholder value. Kimmeridge’s three nominees – Carrie Fox, Douglas Brooks and Katherine Minyard – are not aligned with all SilverBow shareholders, and we believe the self-interested agenda of Kimmeridge and their nominees risks impeding our progress, ability to pursue non-Kimmeridge related business opportunities and the value we are poised to create for our shareholders.
VOTE THE WHITE PROXY CARD AND “FOR” SILVERBOW’S HIGHLY QUALIFIED, INDEPENDENT DIRECTOR NOMINEES
- Gabriel L. Ellisor;
- Kathleen McAllister; and
- Charles W. Wampler
Thank you for your investment in SilverBow.
Sincerely,
The SilverBow Board of Directors
If you have any questions or require any assistance with voting your shares, please call SilverBow’s proxy solicitor:
|
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor New York, New York 10022
Shareholders: (877) 825-8793 (toll-free from the U.S. or Canada)
Banks and brokers may call collect: (212) 750-5833 |
Vote “FOR” All of SilverBow’s Highly Qualified Directors Today on the WHITE Proxy Card
Your Vote Is Important!
|
Please vote on the WHITE proxy card “FOR” the Company’s three nominees, “WITHHOLD” on Kimmeridge’s nominees, and “FOR” ALL other Company proposals using one of the following options:
Remember, please discard and do not sign any gold Kimmeridge proxy card. If you have already voted using a gold proxy card, you may cancel that vote simply by voting again using the Company’s WHITE proxy card. Only your latest-dated vote will count!
If you have any questions about how to vote your shares, please call the firm assisting us with the solicitation of proxies:
INNISFREE M&A INCORPORATED Shareholders may call: 1 (877) 825-8793 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other countries) |
ABOUT SILVERBOW RESOURCES, INC.
SilverBow Resources, Inc. (NYSE: SBOW) is a Houston-based energy company actively engaged in the exploration, development and production of oil and gas in the Eagle Ford Shale and Austin Chalk in South Texas. With over 30 years of history operating in South Texas, the Company possesses a significant understanding of regional reservoirs that it leverages to assemble high quality drilling inventory while continuously enhancing its operations to maximize returns on capital invested.
FORWARD-LOOKING STATEMENTS
This communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent management’s expectations or beliefs concerning future events, and it is possible that the results described in this communication will not be achieved. These forward-looking statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this communication, including those regarding our strategy, the benefits of the acquisitions, future operations, guidance and outlook, financial position, prospects, plans and objectives of management are forward-looking statements. When used in this communication, words such as “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “budgeted,” “guidance,” “expect,” “may,” “continue,” “potential,” “plan,” “project,” “positioned,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following risks and uncertainties: further actions by the members of the Organization of the Petroleum Exporting Countries, Russia and other allied producing countries with respect to oil production levels and announcements of potential changes in such levels; risks related to recently completed acquisitions and integration of these acquisitions; volatility in natural gas, oil and natural gas liquids prices; ability to obtain permits and government approvals; our borrowing capacity, future covenant compliance; cash flow and liquidity, including our ability to satisfy our short- or long-term liquidity needs; asset disposition efforts or the timing or outcome thereof; ongoing and prospective joint ventures, their structures and substance, and the likelihood of their finalization or the timing thereof; the amount, nature and timing of capital expenditures, including future development costs; timing, cost and amount of future production of oil and natural gas; availability of drilling and production equipment or availability of oil field labor; availability, cost and terms of capital; timing and successful drilling and completion of wells; availability and cost for transportation and storage capacity of oil and natural gas; costs of exploiting and developing our properties and conducting other operations; competition in the oil and natural gas industry; general economic and political conditions, including inflationary pressures, further increases in interest rates, a general economic slowdown or recession, instability in financial institutions, political tensions and war (including future developments in the ongoing conflicts in Ukraine and the Middle East); the severity and duration of world health events, including health crises and pandemics and related economic repercussions, including disruptions in the oil and gas industry, supply chain disruptions, and operational challenges; opportunities to monetize assets; our ability to execute on strategic initiatives, including acquisitions; effectiveness of our risk management activities, including hedging strategy; counterparty and credit market risk; the impact of shareholder activism and any changes in composition of the Company’s board of directors; pending legal and environmental matters, including potential impacts on our business related to climate change and related regulations; actions by third parties, including customers, service providers and shareholders; current and future governmental regulation and taxation of the oil and natural gas industry; developments in world oil and natural gas markets and in oil and natural gas-producing countries; uncertainty regarding our future operating results; and other risks and uncertainties discussed in the Company’s reports filed with the U.S. Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K.
All forward-looking statements speak only as of the date of this communication. You should not place undue reliance on these forward-looking statements. The Company’s capital budget, operating plan, service cost outlook and development plans are subject to change at any time. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this communication are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. The risk factors and other factors noted herein and in the Company’s SEC filings could cause its actual results to differ materially from those contained in any forward-looking statement. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the foregoing. We undertake no obligation to publicly release the results of any revisions to any such forward-looking statements that may be made to reflect events or circumstances after the date of this communication or to reflect the occurrence of unanticipated events, except as required by law.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
The Company, its directors and certain of its executive officers and employees are or will be participants in the solicitation of proxies from shareholders in connection with the 2024 Annual Meeting. The Company has filed the Definitive Proxy Statement with the SEC on April 9, 2024 in connection with the solicitation of proxies for the 2024 Annual Meeting, together with a WHITE proxy card.
The identity of the participants, their direct or indirect interests, by security holdings or otherwise, and other information relating to the participants are available in the Definitive Proxy Statement (available here) in the section entitled “Security Ownership of Board of Directors and Management” and Appendix F. To the extent holdings of the Company’s securities by the Company’s directors and executive officers changes from the information included in this communication, such information will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are available free of charge as described below.
SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED BY THE COMPANY WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Shareholders are able to obtain, free of charge, copies of all of the foregoing documents, any amendments or supplements thereto at the SEC’s website (http://www.sec.gov). Copies of the foregoing documents, any amendments or supplements thereto are also available, free of charge, at the “Investor Relations” section of the Company’s website (https://www.sbow.com/investor-relations).
1 As of 4/26/24. The total shareholder return (TSR) represents the total return earned on an investment in SilverBow common stock made on 12/31/20. For XOP, assumes that dividends were invested when received.
2 Non-GAAP measure. Refer to Appendix A to SilverBow’s March 28, 2024 Shareholder Letter (as filed with the Securities and Exchange Commission on March 28, 2024) for definitions and reconciliations.
3 As of 4/26/24. The 1, 3 and 5-year total shareholder return (TSR) represents the total return earned on an investment in SilverBow common stock made at the beginning of a 1, 3, and 5-year period, respectively. For XOP, assumes that dividends were invested when received.
Contacts
INVESTOR CONTACT:
ir@sbow.com
(281) 874-2700, (888) 991-SBOW
MEDIA CONTACT:
Adam Pollack / Jed Repko
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
