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Riposte Capital Calls for New, Independent Directors at SilverBow Resources

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Riposte Capital LLC, a significant shareholder of SilverBow Resources, Inc. (NYSE: SBOW), owning approximately 6.7% of the Company's outstanding common stock, has sent a letter to SilverBow's Board of Directors expressing concerns about the Board's inability to be credible stewards of capital or corporate governance. The letter highlights the Board's pursuit of dilutive transactions, maintaining the industry's only poison pill, and trading at a 50% discount to peers. Riposte calls for the alteration of the Board's composition by nominating three new and independent candidates at the 2024 annual meeting of shareholders.
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  • The Board is criticized for pursuing dilutive transactions and maintaining the industry's only poison pill, which has been widely criticized by investors and corporate governance advisory firms. SilverBow's share price has significantly decreased following a 'transformational' acquisition of Chesapeake's South Texas position, causing a 23% decrease. The company's valuation discount has increased to approximately 50% vs. the peer group, and the sector multiple currently sits at 3X, whereas SilverBow sits at just 2X 2024 EV / EBITDA.

Current Board has proven itself incapable of being credible stewards of capital or proper corporate governance

SilverBow trades at a 50% discount to peers & continues to pursue dilutive transactions, while maintaining the industry's only poison pill

NEW YORK, Nov. 30, 2023 /PRNewswire/ -- Riposte Capital LLC, one of the largest shareholders of SilverBow Resources, Inc. (NYSE: SBOW), owning approximately 6.7% of the Company's outstanding common stock, today sent the following letter to SilverBow's Board of Directors.

***

SilverBow Resources, Inc.
920 Memorial City Way, Suite 850
Houston, TX 77024
Attention: Board of Directors

Dear Sean and Members of the Board,

As significant and constructive shareholders of SilverBow Resources, Inc. (NYSE: SBOW), owning approximately 6.7% of the Company's outstanding common stock, we recognize the material unrealized value in SilverBow's assets across an important basin, and can no longer just hope that you will do better.

You have proven yourselves incapable of being credible stewards of capital or corporate governance. It is clear to us, and likely many others in the investment community, that you have no interest in enabling shareholders to exercise their right to participate in the strategic decision-making process. You also appear to have no intention of engaging in good faith discussions with potential suitors.

On June 14, 2023, as one of the largest shareholders in SilverBow, we called on you to take decisive and common sense actions to unlock shareholder value, positioning the Company for long term success. Regrettably, you chose a different path – one that has eroded hundreds of millions of dollars in shareholder capital, while further siloing and backing the Company into a corner.

You have continued to pursue a value destructive strategy, which has:

  • Further entrenched the Board;
  • Significantly depressed SilverBow's share price;
  • Widened the Company's already material peer group discount;
  • Added significant debt to an already fragile balance sheet; and
  • Made the Company less attractive to potential acquirers.

When we wrote to you in June, your stock price was languishing and meaningfully underperforming relevant indices and peers. SilverBow traded at a 40% discount to peers with a mere EV/EBITDA multiple of 1.9X. Five months later, as a result of your misguided strategic initiatives, you have increased SilverBow's valuation discount to approximately 50% vs. the peer group. The sector multiple currently sits at 3X, whereas SilverBow sits at just 2X 2024 EV / EBITDA.

We specifically advised you to avoid dilutive acquisitions given your lack of scale, financial profile and modestly valued equity. However, a mere two months after our public letter you went ahead and made a $700mm "transformational" acquisition of Chesapeake's South Texas position. Sean, in announcing the purchase you said, among other things, that "…this is a value-enhancing transaction for SilverBow shareholders." Predictably, since the announcement on August 14, 2023, SilverBow's share price has decreased by 23%.

Your "transformational" acquisition destroyed much of the value that had accrued to the Company following our open letter and a rise in commodity prices. Notably, because of your poor financial profile, you were compelled to issue fresh equity, 12% discounted to an already undervalued share price – an irresponsible tactic that was highly prejudicial to the interests of your shareholders, precisely what we foresaw and advised against in prior communications.

It has become clear that you have done everything within your power to deter potential acquirers of the Company in the midst of an ongoing wave of logical consolidation that is unfolding across your peer groups' ecosystem. Why else would you maintain the dubious distinction of being the only public E&P company with a poison pill? The existence of this pill has been widely criticized by both investors and Institutional Shareholder Services, a leading proxy and corporate governance advisory firm.

In the face of your complete absence to either engage with us as a material shareholder, or to pursue a strategy that creates value for your investors, we have concluded that in order for the best interests of the Company to be served, the composition of your Board must be materially altered at the 2024 annual meeting of shareholders.

Three new and independent candidates must be nominated and elected by shareholders – the true owners of SilverBow. Riposte is keen to support or put forward such independent nominees.

Sincerely,
/s/ Khaled Beydoun
Riposte Capital

About Riposte Capital

Riposte Capital is an SEC Registered Investment Advisor based in New York City. The equity strategy was launched in 2013 and is primarily focused on cyclical industries.

Riposte Contact:

Jeremy Goodman
Head of Business Development
+44 (0) 7788 567 913
jg@ripostecapital.com

Media Contact:

Ross Lovern
Kekst CNC
212.521.4800
ross.lovern@kekstcnc.com

Cision View original content:https://www.prnewswire.com/news-releases/riposte-capital-calls-for-new-independent-directors-at-silverbow-resources-302001439.html

SOURCE Riposte Capital

FAQ

What is the current stock price of SilverBow Resources, Inc. (NYSE: SBOW)?

The current stock price of SilverBow Resources, Inc. (NYSE: SBOW) can be found on financial news websites or stock market platforms.

Why is Riposte Capital LLC expressing concerns about SilverBow's Board of Directors?

Riposte Capital LLC is concerned about the Board's inability to be credible stewards of capital or corporate governance, as well as their pursuit of dilutive transactions and maintaining the industry's only poison pill.

What action does Riposte Capital LLC call for in their letter to SilverBow's Board of Directors?

Riposte Capital LLC calls for the alteration of the Board's composition by nominating three new and independent candidates at the 2024 annual meeting of shareholders.

What was the impact of SilverBow's 'transformational' acquisition of Chesapeake's South Texas position?

SilverBow's share price decreased by 23% following the 'transformational' acquisition of Chesapeake's South Texas position, and the company's valuation discount has increased to approximately 50% vs. the peer group.

SilverBow Resources, Inc.

NYSE:SBOW

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968.16M
17.08M
3.13%
93.51%
6.77%
Crude Petroleum and Natural Gas Extraction
Mining, Quarrying, and Oil and Gas Extraction
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United States of America
HOUSTON

About SBOW

silverbow resources is a houston-based energy company actively engaged in the exploration, development, and production of oil and gas from the eagle ford shale in south texas. with almost 30 years of history operating in south texas, the company possesses a significant understanding of regional reservoirs which we leverage to assemble high quality drilling inventory while continuously enhancing our operations to maximize returns on capital invested