Schedule 13D |
Page 1 of
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CUSIP No. 82836G 102 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
SilverBow
Resources, Inc.
(Name of Issuer)
Common Stock,
par value $0.01 per share
(Title of Class
of Securities)
82836G 102
(CUSIP Number)
Gabe Brecher
Strategic Value Partners, LLC
100 West Putnam Avenue
Greenwich, CT 06830
(203) 618-3500
(Name, Address
and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 11, 2023
(Date of Event
Which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Schedule 13D |
Page 2 of
7 |
CUSIP No. 82836G 102 |
|
1 |
NAMES
OF REPORTING PERSONS
Strategic Value
Partners, LLC
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (VOLUNTARY) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
2,923,351 (1) |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
2,923,351 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,923,351 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5% (2) |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
(1) Consists of 2,923,351 shares beneficially owned by
Strategic Value Partners, LLC (i) as the investment manager of Strategic Value Master Fund, Ltd., which has an ownership interest in
SVMF 70 LLC, which has an ownership interest in SVMF 71 LLC, (ii) as the managing member of SVP Special Situations III LLC, which is
the investment manager of Strategic Value Special Situations Master Fund III, L.P., which has an ownership interest in SVMF 70 LLC, which
has an ownership interest in SVMF 71 LLC, and (iii) as the managing member of SVP Special Situations III-A LLC, which is the investment
manager of Strategic Value Opportunities Fund, L.P., which has an ownership interest in SVMF 71 LLC. SVMF 71 LLC directly holds 2,923,351
shares of the Issuer. The Reporting Person disclaims beneficial ownership of the securities reported herein, and neither the filing of
this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is
the beneficial owner of any of the Common Shares held by SVMF 71 LLC or reported herein by the other Reporting Persons for purposes of
Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Person.
(2) The percentage is based on 25,429,610 outstanding
shares of Common Stock of the Issuer as of December 8, 2023 as reported by the Issuer in its prospectus supplement filed with the Securities
and Exchange Commission (the “SEC”) on December 11, 2023.
Schedule 13D |
Page 3 of
7 |
CUSIP No. 82836G 102 |
|
1 |
NAMES
OF REPORTING PERSONS
SVP Special
Situations III LLC
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (VOLUNTARY) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
2,923,351 (1) |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
2,923,351 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,923,351 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5% (2) |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
(1) SVP Special Situations III LLC is the investment manager
of Strategic Value Special Situations Master Fund III, L.P., which has an ownership interest in SVMF 70 LLC, which has an ownership interest
in SVMF 71 LLC, which directly holds 2,923,351 shares of the Issuer. The Reporting Person disclaims beneficial ownership of the securities
reported herein, and neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission
by the Reporting Person that it is the beneficial owner of any of the Common Shares held by SVMF 71 LLC or reported herein by the other
Reporting Persons for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed
by the Reporting Person.
(2) The percentage is based on 25,429,610 outstanding shares of Common Stock of the Issuer as of December 8, 2023, as reported by the
Issuer in its prospectus supplement filed with the SEC on December 11, 2023.
Schedule 13D |
Page 4 of
7 |
CUSIP No. 82836G 102 |
|
1 |
NAMES
OF REPORTING PERSONS
SVP Special
Situations III-A LLC
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (VOLUNTARY) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
2,923,351 (1) |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
2,923,351 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,923,351 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5% (2) |
14 |
TYPE
OF REPORTING PERSON
OO |
|
|
|
|
(1) SVP Special Situations III-A LLC is the investment manager
of Strategic Value Opportunities Fund, L.P., which has an ownership interest in SVMF 71 LLC, which directly holds 2,923,351 shares of
the Issuer. The Reporting Person disclaims beneficial ownership of the securities reported herein, and neither the filing of this Statement
on Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial
owner of any of the Common Shares held by SVMF 71 LLC or reported herein by the other Reporting Persons for purposes of Section 13(d)
of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by the Reporting Person.
(2) The percentage is based on 25,429,610 outstanding shares of Common Stock of the Issuer as of December 8, 2023, as reported by the
Issuer in its prospectus supplement filed with the SEC on December 11, 2023.
Schedule 13D |
Page 5 of
7 |
CUSIP No. 82836G 102 |
|
1 |
NAMES
OF REPORTING PERSONS
Victor Khosla
I.R.S. IDENTIFICATION
NO. OF ABOVE PERSON (VOLUNTARY) |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
3 |
SEC USE ONLY
|
4 |
SOURCE
OF FUNDS
AF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
8 |
SHARED
VOTING POWER
2,923,351 (1) |
9 |
SOLE
DISPOSITIVE POWER
0 |
10 |
SHARED
DISPOSITIVE POWER
2,923,351 (1) |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,923,351 (1) |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5% (2) |
14 |
TYPE
OF REPORTING PERSON
IN |
|
|
|
|
(1) Strategic Value Partners, LLC (i) is the investment manager
of Strategic Value Master Fund, Ltd., which has an ownership interest in SVMF 70 LLC, which has an ownership interest in SVMF 71 LLC,
(ii) is the managing member of SVP Special Situations III LLC, which is the investment manager of Strategic Value Special Situations
Master Fund III, L.P., which has an ownership interest in SVMF 70 LLC, which has an ownership interest in SVMF 71 LLC, and (iii) is the
managing member of SVP Special Situations III-A LLC, which is the investment manager of Strategic Value Opportunities Fund, L.P., which
has an ownership interest in SVMF 71 LLC. SVMF 71 LLC directly owns 2,923,351 shares of the Issuer. Mr. Khosla is the managing member
of Milestone Holding Company, LLC, which in turn is the sole managing member of Midwood Holdings, LLC. Midwood Holdings, LLC is the managing
member of Strategic Value Partners, LLC. Mr. Khosla is also the indirect majority owner and control person of Strategic Value Partners,
LLC, SVP Special Situations III LLC and SVP Special Situations III-A LLC. The Reporting Person disclaims beneficial ownership of the
securities reported herein, and neither the filing of this Statement on Schedule 13D nor any of its contents shall be deemed to constitute
an admission by the Reporting Person that it is the beneficial owner of any of the Common Shares held by SVMF 71 LLC or reported herein
by the other Reporting Persons for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly
disclaimed by the Reporting Person.
(2) The percentage is based on 25,429,610 outstanding shares of Common Stock of the Issuer as of December 8, 2023, as reported by the
Issuer in its prospectus supplement filed with the SEC on December 11, 2023.
Schedule 13D |
Page 6 of
7 |
CUSIP No. 82836G 102 |
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AMENDMENT NO. 13 TO SCHEDULE 13D
Reference is hereby made to the
statement on Schedule 13D filed with the Securities and Exchange Commission on behalf of the Reporting Persons with respect to the Common
Stock of SilverBow Resources, Inc. (the “Issuer”) on May 2, 2016, as amended by Amendment No. 1 thereto
filed on January 24, 2021, Amendment No. 2 thereto filed on February 16, 2021, Amendment No. 3 thereto filed on September 8,
2021, Amendment No. 4 thereto filed on October 12, 2021, Amendment No. 5 thereto filed on December 8, 2021, Amendment
No. 6 thereto filed on April 14, 2022, Amendment No. 7 thereto filed on May 16, 2022, Amendment No. 8 thereto
filed on July 8, 2022, Amendment No. 9 thereto filed on August 26, 2022, Amendment No. 10 thereto filed on September 14,
2023, Amendment No. 11 thereto filed on September 19, 2023, and Amendment No. 12 thereto filed on November 29, 2023
(as so amended, the “Schedule 13D”). Terms defined in the Schedule 13D are used herein as so defined.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The information provided in Item 6 to this Amendment No. 13 is
incorporated by reference into this Item 4.
Item 5. Interests in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
(a) – (b) The information requested by this paragraph
is incorporated herein by reference to the information provided on the cover pages to this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Underwriting Agreement
On December 11, 2023, SVMF 71 LLC, as a selling stockholder, entered
into an underwriting agreement (the “Underwriting Agreement”), dated December 11, 2023, with the Issuer and Citigroup
Global Markets Inc. and Mizuho Securities USA LLC as representatives (the “Representatives”) of the underwriters named
on Schedule III thereto, pursuant to which SVMF 71 LLC agreed to sell 2,200,000 shares of the Issuer’s Common Stock to the Representatives
in a registered public offering, pursuant to a prospectus supplement (the “Prospectus Supplement”),
to the base prospectus dated as of May 11, 2023 which forms a part of the Issuer’s shelf registration statement on Form S-3
(Registration No. 333-271821), filed with the SEC on May 11, 2023 (the “Offering”). The Offering is expected
to close on or about December 14, 2023. Pursuant to the Underwriting Agreement, SVMF 71 LLC has granted the Representatives a 30-day
option from the date of the Prospectus Supplement to purchase up to 330,000 additional shares (the “Over-allotment Option”).
The Issuer will not receive any proceeds from the sales of Common Stock by SVMF 71 LLC in connection with the Offering or the Over-allotment
Option thereto.
Lock-up Agreement
In connection with the Offering, on December 11, 2023, SVMF 71
LLC entered into a Lock-up Agreement (the “Lock-up Agreement”) with the Representatives, pursuant to which SVMF 71
LLC agreed to not, subject to certain limited exceptions, offer, sell, contract to sell, pledge, hedge or otherwise dispose of (or enter
into any transaction which is designed to, or might reasonably be expected to, result in a disposition (whether by actual disposition
or effective economic disposition due to cash settlement or otherwise) by SVMF 71 LLC or any affiliate of SVMF 71 LLC or any person in
privity with SVMF 71 LLC or any affiliate of SVMF 71 LLC), directly or indirectly, including the filing (or participation in the filing)
of any registration statement with the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended and the rules and
regulations of the SEC promulgated thereunder with respect to, any shares of capital stock of the Issuer or any securities convertible
into, or exercisable or exchangeable for such capital stock and to not publicly announce an intention to effect any such of the foregoing
transactions, for a period from the date of the Lock-up Agreement until 30 days after the date of the Underwriting Agreement, without
the prior written consent of the Representatives.
Schedule 13D |
Page 7 of
7 |
CUSIP No. 82836G 102 |
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SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 12, 2023
|
STRATEGIC VALUE PARTNERS, LLC |
|
|
|
By: |
/s/
Lewis Schwartz |
|
|
Name: |
Lewis Schwartz |
|
|
Title: |
Chief Financial Officer |
|
|
|
SVP SPECIAL SITUATIONS III LLC |
|
|
|
By: |
/s/
Lewis Schwartz |
|
|
Name: |
Lewis Schwartz |
|
|
Title: |
Chief Financial Officer |
|
|
|
SVP SPECIAL SITUATIONS III-A
LLC |
|
|
|
By: |
/s/
Lewis Schwartz |
|
|
Name: |
Lewis Schwartz |
|
|
Title: |
Chief Financial Officer |
|
|
|
By: |
/s/
Victor Khosla |
|
|
Victor Khosla |
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