SilverBow Resources’ ongoing skirmish with shareholder Kimmeridge has resulted in a lengthy letter describing the Eagle Ford E&Ps successes and a warning that the investment firm is engaged in a “self-serving attempt to control SilverBow without paying fair value to shareholders.”

Both sides accused the other of misleading shareholders, with Kimmeridge Energy Management most recently saying in a letter that the best path forward is for SilverBow shareholders to elect three board members who are independent and not associated with Kimmeridge.

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On April 9, SilverBow countered that the three candidates Kimmeridge is proposing each have ties to the firm. In a letter to shareholders, SilverBow said that nominee Douglas Brooks served as director at California Resources Corp. during “Kimmeridge’s campaign at the company.”

Carrie Fox, another Kimmeridge nominee, “has a $3 million limited partnership interest in Kimmeridge Fund VI” and served as director at two companies with Ben Dell, Kimmeridge’s managing partner, SilverBow said.  And Katherin Minyard was appointed to Ovintiv’s board as a Kimmeridge nominee, the company said.

SilverBow is promoting its own slate of independent directors: Gabriel L. Ellisor, Kathleen McAllister and Charles W. Wampler.

SilverBow said the Kimmeridge’s “proxy fight” is an attempt to gain control of the company and force a combination between SilverBow and Kimmeridge Texas Gas (KTG) “on terms that are unfavorable to SilverBow shareholders.”

Kimmeridge’s proposed combination between KTG and SilverBow would exchange for 32.4 million SilverBow shares at $34 per share. The offer includes an associated $500 million equity investment, Kimmeridge said.

Kimmeridge said a combination of the two companies would create a “preeminent, pure-play Eagle Ford Shale operator with an estimated enterprise value of approximately $3.6 billion.”

SilverBow’s market capitalization is about $870 million.

SilverBow is also proposing changes to the company’s governance at its May 21 annual meeting. The company would:

  • Declassify the board and provide for the annual election of all directors;
  • Adopt a majority voting standard in uncontested elections of directors; and
  • Eliminate supermajority vote requirements for shareholders to amend certain provisions of the company’s certificate of incorporation.

Shareholders of record as of March 22 will be entitled to vote at the May 21 meeting.

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