SILVERBOW RESOURCES, INC.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Amendment No. 2 to Form 8-A is being filed by the registrant for the purpose of amending and supplementing
the description of the registrant’s securities contained in the Form 8-A filed by the registrant with the Securities and Exchange Commission (the “SEC”) on September 20, 2022, as amended by
a Form 8-A/A filed on May 16, 2023.
| Item 1. |
Description of Registrant’s Securities to be Registered. |
SilverBow Resources, Inc., a Delaware corporation (the “Company”), is a party to the Rights Agreement, dated as of September 20,
2022, by and between the Company and American Stock Transfer & Trust Company, LLC (n/k/a Equiniti Trust Company, LLC), as rights agent (the “Rights Agent”), and on May 16, 2023, the Company and the Rights Agent entered into
an Amendment to the Rights Agreement (the “First Amendment”; the Rights Agreement, as so amended, the “Rights Agreement”). On May 15, 2024, the Company entered into the Agreement and Plan of Merger (the “Merger
Agreement”), with Crescent Energy Company, a Delaware corporation (“Crescent”), Artemis Acquisition Holdings Inc., a Delaware corporation and a direct wholly-owned subsidiary of Crescent (“Artemis Holdings”), Artemis Merger
Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Crescent (“Merger Sub Inc.”), and Artemis Merger Sub II LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Artemis Holdings
(“Merger Sub LLC” and, together with Crescent, Artemis Holdings and Merger Sub Inc., the “Crescent Parties”). The Company also entered into Voting Agreements with the Voting Parties (each as defined in the Second Amendment (as
defined below)).
On May 15, 2024, the Company and the Rights Agent entered into a Second Amendment to the Rights Agreement (the
“Second Amendment”) that amended the Rights Agreement to (i) extend the expiration date to occur upon the earlier of the close of business on the first anniversary of the execution of the Merger Agreement or the Initial Merger
Effective Time (as defined in the Merger Agreement) and (ii) render the Rights (as defined in the Rights Agreement) issued pursuant to the Rights Agreement inapplicable to the Crescent Parties or the Voting Parties and to the execution and
delivery of the Merger Agreement or the Voting Agreements or the consummation of the transaction contemplated thereby and provided that none of the execution or delivery of the Merger Agreement or the Voting Agreements or the consummation of the
transactions contemplated thereby will result in the application of certain provisions of the Rights Agreement.
The rights issued
pursuant to the Rights Agreement are in all respects subject to and governed by the provisions of the Rights Agreement, as amended by the Second Amendment. Copies of the Rights Agreement and the Second Amendment are available free of charge from the
Company. A copy of the Rights Agreement was previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 20, 2022. A copy of the First Amendment was previously filed
as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 16, 2023. A copy of the Second Amendment was previously filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 15, 2024. The foregoing descriptions of the Rights Agreement and the Second Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such
exhibits and to the Company’s Registration Statement on Form 8-A filed on September 20, 2022, as amended by a Form 8-A/A filed on May 16, 2023 which are
incorporated by reference herein.
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