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Share Name | Share Symbol | Market | Type |
---|---|---|---|
SilverBow Resources Inc | NYSE:SBOW | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.77 | -2.51% | 29.95 | 30.87 | 29.11 | 30.71 | 640,660 | 00:34:36 |
Delaware
Texas |
20-3940661
20-3892961 |
(States or other jurisdictions of
incorporation or organization) |
(I.R.S. Employer
Identification Nos.) |
Title of Each Class of
Securities to Be Registered(1)(2) |
Amount to Be Registered
|
Proposed Maximum Offering Price per Security
|
Proposed Maximum Aggregate Offering Price (6)(7)(8)
|
Amount of Registration Fee (6)(8)
|
Primary Offering:
|
|
|
|
|
Debt Securities(3)(4)
|
|
|
|
|
Guarantee of Debt Securities(4)
|
|
|
|
|
Preferred Stock
|
|
|
|
|
Common Stock
|
|
|
|
|
Depositary Shares(5)
|
|
|
|
|
Warrants
|
|
|
|
|
Total Primary
|
N/A
|
N/A
|
$250,000,000
|
$(11)
|
Secondary Offering:
|
|
|
|
|
Common Stock
|
7,422,178
|
(9)
|
$4.05(10)
|
$(12)
|
Total (Primary and Secondary)
|
|
|
|
$0
|
(1)
|
Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
|
(2)
|
There is being registered hereunder such indeterminate number or amount of debt securities, preferred stock, common stock, depositary shares and warrants as may from time to time be issued by the registrant, which together shall have an aggregate initial offering price not to exceed $250,000,000. This registration statement also covers an indeterminate amount of securities that may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
|
(3)
|
If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such amount as shall result in an aggregate initial offering price not to exceed $250,000,000, less the dollar amount of any registered securities previously issued.
|
(4)
|
If a series of debt securities is guaranteed, such series may be guaranteed by SilverBow Resources Operating, LLC. In accordance with Rule 457(n), no separate fee is payable with respect to the guarantee of the debt securities being registered.
|
(5)
|
The depositary shares being registered will be evidenced by depositary receipts issued under a depositary agreement. If SilverBow Resources, Inc. elects to offer fractional interests in shares of preferred stock to the public, depositary receipts will be distributed to the investors purchasing the fractional interests, and the shares will be issued to the depositary under the depositary agreement.
|
(6)
|
No separate consideration will be received for any securities being registered that are issued in exchange for, or upon conversion or exercise of, the debt securities, preferred stock, depositary shares or warrants being registered hereunder.
|
(7)
|
Pursuant to General Instruction I.B.6. of Form S-3, if the aggregate market value of the registrant’s outstanding voting and non-voting common equity held by non-affiliates does not equal or exceed $75,000,000 subsequent to the effective date of this registration statement, then the aggregate offering price of all types of securities that the registrant may issue in primary offerings pursuant to this registration statement in any 12-month period may not exceed one-third of the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant. In the event that subsequent to the effective date of this registration statement, the aggregate market value of the registrant’s outstanding voting and non-voting common equity held by non-affiliates equals or exceeds $75,000,000, then such one-third limitation on sales shall not apply to additional sales made in primary offerings pursuant to this registration statement.
|
(8)
|
Rule 457(o) permits the registration statement fee to be calculated on the basis of the proposed maximum aggregate offering price of all of the securities listed. Therefore, the table does not specify information as to the amount to be registered by each class or the proposed maximum offering price per security.
|
(9)
|
With respect to the offering of shares of common stock by the selling stockholders, the proposed maximum offering price per common share will be determined from time to time in connection with, and at the time of, sale by the holder of such securities.
|
(10)
|
Estimated pursuant to Rule 457(c) solely for the purpose of calculating the registration fee. The proposed maximum aggregate offering price per security was calculated based upon the average of the high and low prices per share of common stock of SilverBow Resources, Inc., as reported by the New York Stock Exchange on May 22, 2020.
|
(11)
|
Pursuant to Rule 415(a)(6) under the Securities Act of 1933, this registration statement includes a total of $250,000,000 of unsold securities registered in the primary offering (the “Primary Unsold Securities”) that had previously been registered under the registrant’s registration statement on Form S-3, initially filed on March 17, 2017, File No. 333-216782, and amended by Amendment No. 1 to such registration statement, filed May 25, 2017 (as amended, the “Prior Registration Statement”). The registrant did not sell any of the Primary Unsold Securities registered under the Prior Registration Statement, leaving a balance of Primary Unsold Securities with an aggregate offering price of $250,000,000. In connection with the registration of such Primary Unsold Securities on the Prior Registration Statement, the registrant paid a registration fee, calculated in accordance with Rule 457(o) under the Securities Act, of $28,975 for such Primary Unsold Securities, which fee will continue to be applied to such Primary Unsold Securities. Accordingly, there is no registration fee due in connection with the proposed maximum offering price of such Primary Unsold Securities registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of the Primary Unsold Securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
|
(12)
|
Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement includes 7,422,178 unsold securities registered for sale by certain selling stockholders (the “Secondary Unsold Securities”) that had previously been registered under the Prior Registration Statement. The selling stockholders did not sell any of the Secondary Unsold Securities registered under the Prior Registration Statement, leaving a balance of 7,422,178 Secondary Unsold Securities. In connection with the registration of such Secondary Unsold Securities on the Prior Registration Statement, the registrant paid a registration fee, calculated in accordance with Rule 457(o) under the Securities Act, of $22,606.85 for such Secondary Unsold Securities, which fee will continue to be applied to such Secondary Unsold Securities. Accordingly, there is no registration fee due in connection with the proposed maximum offering price of such Secondary Unsold Securities registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of the Secondary Unsold Securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.
|
Item 14.
|
Other Expenses of Issuance and Distribution
|
Item
|
Amount
|
|
||
SEC registration fee
|
$
|
55,583.67
|
|
(1)
|
Accounting fees and expenses
|
*
|
|
|
|
Legal fees and expenses
|
*
|
|
|
|
Trustees’ fees and expenses
|
*
|
|
|
|
Printing and engraving expenses
|
*
|
|
|
|
Listing fees
|
*
|
|
|
|
Miscellaneous
|
*
|
|
|
|
Total
|
*
|
|
|
(1)
|
Fee previously paid.
|
*
|
These fees are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.
|
Item 15.
|
Indemnification of Officers and Directors
|
Item 16.
|
Exhibits
|
*
|
To be filed, if necessary, by amendment or as an exhibit to a current report on Form 8-K of the Company.
|
**
|
Previously filed.
|
†
|
To be filed under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended.
|
Item 17.
|
Undertakings
|
Signature
|
Title
|
|
|
/s/ Sean C. Woolverton
|
Chief Executive Officer and Director
|
Sean C. Woolverton
|
(principal executive officer)
|
|
|
/s/ Christopher M. Abundis
|
Executive Vice President, Chief Financial Officer, General Counsel & Secretary
|
Christopher M. Abundis
|
(principal financial officer)
|
|
|
/s/ W. Eric Schultz
|
Controller
|
W. Eric Schultz
|
|
|
|
/s/ *
|
Chairman of the Board
|
Marcus C. Rowland
|
|
|
|
/s/ *
|
Director
|
Michael Duginski
|
|
|
|
/s/ *
|
Director
|
Gabriel L. Ellisor
|
|
|
|
/s/ *
|
Director
|
David Geenberg
|
|
|
|
/s/ *
|
Director
|
Christoph O. Majeske
|
|
|
|
/s/ *
|
Director
|
Charles W. Wampler
|
|
|
|
Signature
|
Title
|
|
|
/s/ Sean C. Woolverton
|
Chief Executive Officer and President
|
Sean C. Woolverton
|
(principal executive officer)
|
|
|
/s/ Christopher M. Abundis
|
Executive Vice President, Chief Financial Officer, General Counsel, Secretary and Treasurer
|
Christopher M. Abundis
|
(principal financial officer)
|
|
|
/s/ W. Eric Schultz
|
Controller
|
W. Eric Schultz
|
|
1 Year SilverBow Resources Chart |
1 Month SilverBow Resources Chart |
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