Filing Details
- Accession Number:
- 0001011438-22-000238
- Form Type:
- 13G Filing
- Publication Date:
- 2022-07-06 20:00:00
- Filed By:
- Angelo Gordon & Co
- Company:
- Silverbow Resources Inc. (NYSE:SBOW)
- Filing Date:
- 2022-07-07
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Angelo, Gordon Co. | 1,546,851 | 0 | 1,546,851 | 0 | 1,546,851 | 6.9% |
| AG GP | 1,546,851 | 0 | 1,546,851 | 0 | 1,546,851 | 6.9% |
| Josh Baumgarten | 0 | 1,546,851 | 0 | 1,546,851 | 1,546,851 | 6.9% |
| Adam Schwartz | 0 | 1,546,851 | 0 | 1,546,851 | 1,546,851 | 6.9% |
| AG Energy Funding | 1,546,851 | 0 | 1,546,851 | 0 | 1,546,851 | 6.9% |
Filing
*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).
*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).
*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 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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. )*
SilverBow Resources, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
82836G102
(CUSIP Number)
June 30, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| [ ] | Rule 13d-1(b) | ||||
| [X] | Rule 13d-1(c) | ||||
| [ ] | Rule 13d-1(d) | ||||
| *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 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 the disclosures provided in a prior cover page.
The information required in 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).
| CUSIP No.82836G102 | 13G | |||||||||
| 1 | NAME OF REPORTING PERSONS Angelo, Gordon & Co., L.P. | |||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,546,851 | ||||||||
| 6 | SHARED VOTING POWER 0 | |||||||||
| 7 | SOLE DISPOSITIVE POWER 1,546,851 | |||||||||
| 8 | SHARED DISPOSITIVE POWER 0 | |||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,546,851 | |||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] | |||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9% | |||||||||
| 12 | TYPE OF REPORTING PERSON* IA, PN | |||||||||
| CUSIP No.82836G102 | 13G | |||||||||
| 1 | NAME OF REPORTING PERSONS AG GP LLC | |||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,546,851 | ||||||||
| 6 | SHARED VOTING POWER 0 | |||||||||
| 7 | SOLE DISPOSITIVE POWER 1,546,851 | |||||||||
| 8 | SHARED DISPOSITIVE POWER 0 | |||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,546,851 | |||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] | |||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9% | |||||||||
| 12 | TYPE OF REPORTING PERSON* HC, OO | |||||||||
| CUSIP No.82836G102 | 13G | |||||||||
| 1 | NAME OF REPORTING PERSONS Josh Baumgarten | |||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||||||
| 6 | SHARED VOTING POWER 1,546,851 | |||||||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||||||
| 8 | SHARED DISPOSITIVE POWER 1,546,851 | |||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,546,851 | |||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] | |||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9% | |||||||||
| 12 | TYPE OF REPORTING PERSON* IN, HC | |||||||||
| CUSIP No.82836G102 | 13G | |||||||||
| 1 | NAME OF REPORTING PERSONS Adam Schwartz | |||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 | ||||||||
| 6 | SHARED VOTING POWER 1,546,851 | |||||||||
| 7 | SOLE DISPOSITIVE POWER 0 | |||||||||
| 8 | SHARED DISPOSITIVE POWER 1,546,851 | |||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,546,851 | |||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] | |||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9% | |||||||||
| 12 | TYPE OF REPORTING PERSON* IN, HC | |||||||||
| CUSIP No.82836G102 | 13G | |||||||||
| 1 | NAME OF REPORTING PERSONS AG Energy Funding, LLC | |||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] | |||||||||
| 3 | SEC USE ONLY | |||||||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 1,546,851 | ||||||||
| 6 | SHARED VOTING POWER 0 | |||||||||
| 7 | SOLE DISPOSITIVE POWER 1,546,851 | |||||||||
| 8 | SHARED DISPOSITIVE POWER 0 | |||||||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,546,851 | |||||||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] | |||||||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.9% | |||||||||
| 12 | TYPE OF REPORTING PERSON* OO | |||||||||
| Item 1(a). | Name of Issuer | ||||||||||
| SilverBow Resources, Inc. (the “Issuer”) | |||||||||||
| Item 1(b) | Address of Issuer’s Principal Executive Offices | ||||||||||
| 920 Memorial City Way, Suite 850 Houston, Texas 77024 | |||||||||||
| Item 2(a). | Name of Person Filing | ||||||||||
| The Statement is filed on behalf of each of the following persons (the “Reporting Persons”) | |||||||||||
| (i) Angelo, Gordon & Co., L.P. (“Angelo Gordon”) | |||||||||||
| (ii) AG GP LLC (“AG GP”) | |||||||||||
| (iii) Josh Baumgarten | |||||||||||
| (iv) Adam Schwartz | |||||||||||
| (v) AG Energy Funding, LLC (“AG Energy Funding”) | |||||||||||
| Item 2(b). | Address of the Principal Office or, if none, residence | ||||||||||
| The address of each of the Reporting Persons is 245 Park Avenue, 26th Floor, New York, New York 10167. | |||||||||||
| Item 2(c). | Citizenship | ||||||||||
| (i) Angelo Gordon is a Delaware limited partnership | |||||||||||
| (ii) AG GP is a Delaware limited liability company | |||||||||||
| (iii) Josh Baumgarten - United States | |||||||||||
| (iv) Adam Schwartz - United States | |||||||||||
| (v) AG Energy Funding is a Delaware limited liability company | |||||||||||
| Item 2(d). | Title of Class of Securities | ||||||||||
| Common Stock, par value $0.01 per share (“Shares”) | |||||||||||
| Item 2(e). | CUSIP Number | ||||||||||
| 82836G102 | |||||||||||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||||||||
| Inapplicable. | |||||||||||
| Item 4. | Ownership. | ||||||||||
| Item 4(a). | Amount Beneficially Owned: | ||||||||||
| Each of the Reporting Persons may be deemed the beneficial owner of 1,546,851 Shares. | |||||||||||
| Item 4(b). | Percent of class: | ||||||||||
| | According to the Issuer’s Form 424B3 filed on June 10, 2022, the number of Shares issued and outstanding on May 10, 2022 was 18,150,294, and as reported on the Issuer’s Current Report on Form 8-K filed on July 5,
2022, 4,148,472 number of shares were issued in connection with the acquisition of Sundance Energy, Inc. Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 6.9% of the Shares outstanding. |
| Item 4(c). | Number of shares as to which the person has: | | |
| | Angelo Gordon | | |
| | | | |
| | (i) Sole power to vote or to direct the vote: | 1,546,851 | |
| | (ii) Shared power to vote or to direct the vote: | 0 | |
| | (iii) Sole power to dispose or to direct the disposition of: | 1,546,851 | |
| | (iv) Shared power to dispose or to direct the disposition of: | 0 | |
| | AG GP | | |
| | | | |
| | (i) Sole power to vote or to direct the vote: | 1,546,851 | |
| | (ii) Shared power to vote or to direct the vote: | 0 | |
| | (iii) Sole power to dispose or to direct the disposition of: | 1,546,851 | |
| | (iv) Shared power to dispose or to direct the disposition of: | 0 | |
| | Josh Baumgarten | | |
| | | | |
| | (i) Sole power to vote or to direct the vote: | 0 | |
| | (ii) Shared power to vote or to direct the vote: | 1,546,851 | |
| | (iii) Sole power to dispose or to direct the disposition of: | 0 | |
| | (iv) Shared power to dispose or to direct the disposition of: | 1,546,851 |
| | Adam Schwartz | | |
| | | | |
| | (i) Sole power to vote or to direct the vote: | 0 | |
| | (ii) Shared power to vote or to direct the vote: | 1,546,851 | |
| | (iii) Sole power to dispose or to direct the disposition of: | 0 | |
| | (iv) Shared power to dispose or to direct the disposition of: | 1,546,851 |
| | AG GP Energy Funding LLC | | |
| | | | |
| | (i) Sole power to vote or to direct the vote: | 1,546,851 | |
| | (ii) Shared power to vote or to direct the vote: | 0 | |
| | (iii) Sole power to dispose or to direct the disposition of: | 1,546,851 | |
| | (iv) Shared power to dispose or to direct the disposition of: | 0 | |
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following [ ]. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Shares reported herein are held by AG Energy Funding, LLC, for which Angelo Gordon acts as investment adviser, the investors in which have the right to participate in the receipt of
dividends from, or proceeds from the sale of, the securities held for the accounts of the fund in accordance with their respective investment percentages in the private investment fund. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
| AG GP LLC, Mr. Baumgarten and Mr. Schwartz are the direct and indirect owners of Angelo, Gordon & Co., L.P., an SEC-registered investment adviser. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Inapplicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Inapplicable. | |
| Item 10. | Certification. |
| By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
Date: July 7, 2022
| ANGELO, GORDON & CO., L.P. |
| By: AG GP LLC |
| Its General Partner |
| By: Josh Baumgarten |
| Its Co-Managing Member |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
| AG GP LLC |
| By: Josh Baumgarten |
| Its Co-Managing Member |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
| JOSH BAUMGARTEN |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
| ADAM SCHWARTZ |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
| AG ENERGY FUNDING, LLC |
| By: ANGELO, GORDON & CO., L.P. |
| By: AG GP LLC |
| Its General Partner |
| By: Josh Baumgarten |
| Its Co-Managing Member |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
EXHIBIT INDEX
| 99.1 | Joint Filing Agreement, dated as of July 7, 2022, by and among Angelo, Gordon & Co., L.P., AG GP LLC, Josh Baumgarten, Adam Schwartz and AG Energy Funding, LLC. | ||
| 99.2 | Power of Attorney granted by Josh Baumgarten in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021. | ||
| 99.3 | Power of Attorney granted by Adam Schwartz in favor of Christopher D. Moore and Frank E. Stadelmaier, dated January 28, 2021 | ||
Exhibit 99.1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of July 7, 2022, is by and among Angelo, Gordon & Co., L.P., AG GP LLC, Josh Baumgarten, Adam Schwartz and AG Energy Funding, LLC (collectively, the “Filers”).
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to Common Stock, par value $0.01 per share, of
SilverBow Resources, Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and
any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
| ANGELO, GORDON & CO., L.P. |
| By: AG GP LLC |
| Its General Partner |
| By: Josh Baumgarten |
| Its Co-Managing Member |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
| AG GP LLC |
| By: Josh Baumgarten |
| Its Co-Managing Member |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
| JOSH BAUMGARTEN |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
| ADAM SCHWARTZ |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
| AG ENERGY FUNDING, LLC |
| By: ANGELO, GORDON & CO., L.P. |
| By: AG GP LLC |
| Its General Partner |
| By: Josh Baumgarten |
| Its Co-Managing Member |
| By: /s/ Christopher D. Moore |
| Christopher D. Moore |
| Attorney-in-Fact |
EXHIBIT 99.2
POWER OF ATTORNEY
I, JOSH BAUMGARTEN, do hereby appoint Christopher D. Moore and Frank E. Stadelmaier as my true and lawful attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”), each, individually or jointly, with full power of substitution
and resubstitution, to have full power and authority to act in my name, place and stead and on my behalf to:
| 1) | execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant
stockholder of Angelo, Gordon & Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements,
agreements, reports, schedules, or other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement
relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings
with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of
1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the
rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information
statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act; |
| 2) | do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to
complete and execute any such reports, schedules or other filings and timely file same with the SEC; and |
| 3) | take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best
interest of, or legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such
Attorney-in-Fact may approve in his or her sole discretion. |
I hereby ratify and confirm all that the Attorneys-in-Fact shall lawfully do and that they have done or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the
Attorneys-in-Fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, (i) any of my responsibilities to comply with the requirements of the Exchange Act or the Securities Act or any liability for my failure to
comply with such requirements, or (ii) any obligation or liability I incur for profit disgorgement under Section 16(b) of the Exchange Act. I further acknowledge that this Power of Attorney does not relieve me from responsibility for compliance with
my obligations under the Exchange Act or the Securities Act.
This Power of Attorney shall not revoke any powers of attorney granted by me, nor shall this Power of Attorney be revoked by future powers of attorney I grant. This Power of Attorney shall remain in full force and effect
until I am no longer subject to Sections 13 and 16 of the Exchange Act, unless earlier revoked by me in a signed writing delivered to the Attorneys-in-Fact.
I acknowledge receipt of the following language provided in Section 5-1513 of the General Obligations Law of the State of New York (the “Cautionary Language”), provided, however, (1) for the avoidance of doubt, I understand and agree, and affirm that it is my intent, that if any provision contained in the Cautionary
Language shall be inconsistent with any of the foregoing provisions of this Power of Attorney, the foregoing provisions shall prevail to the fullest extent permitted by law, and (2) nothing in this Power of Attorney shall be construed as an admission
or acknowledgement by me that this Power of Attorney is subject to the requirements of Section 5-1501B of the General Obligations Law of the State of New York:
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you
choose (your “agent”) authority to act on your behalf. You do not lose your authority to act even though you have given your agent similar authority.
When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest.
“Important Information for the Agent” at the end of this document describes your agent’s responsibilities.
Your agent can act on your behalf only after signing the Power of Attorney before a notary public.
You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the
revocation to your prior agent(s) and to the financial institutions where your accounts are located.
You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for
acting improperly.
Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.”
The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York
State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.
If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal
relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:
(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;
(2) avoid conflicts that would impair your ability to act in the principal’s best interest;
(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following
manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).
You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this
Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document
or your responsibilities that you do not understand, you should seek legal advice.
Liability of agent: The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or
acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, I have executed this Power of Attorney on January 28, 2021.
Signature: /s/ Josh Baumgarten
Name: Josh Baumgarten
ACKNOWLEDGEMENT OF APPOINTMENTS BY ATTORNEYS-IN-FACT:
The undersigned executed this Power of Attorney on January 28, 2021.
By: /s/ Christopher D. Moore
Name: Christopher D. Moore
Title: Attorney-in-Fact
By: /s/ Frank E. Stadelmaier
Name: Frank E. Stadelmaier
Title: Attorney-in-Fact
EXHIBIT 99.3
POWER OF ATTORNEY
I, ADAM SCHWARTZ, do hereby appoint Christopher D. Moore and Frank E. Stadelmaier as my true and lawful attorneys-in-fact (each an “Attorney-in-Fact” and, collectively, the “Attorneys-in-Fact”), each, individually or jointly, with full power of substitution
and resubstitution, to have full power and authority to act in my name, place and stead and on my behalf to:
| 1) | execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant
stockholder of Angelo, Gordon & Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements,
agreements, reports, schedules, or other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement
relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings
with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of
1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the
rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information
statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act; |
| 2) | do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to
complete and execute any such reports, schedules or other filings and timely file same with the SEC; and |
| 3) | take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best
interest of, or legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such
Attorney-in-Fact may approve in his or her sole discretion. |
I hereby ratify and confirm all that the Attorneys-in-Fact shall lawfully do and that they have done or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the
Attorneys-in-Fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, (i) any of my responsibilities to comply with the requirements of the Exchange Act or the Securities Act or any liability for my failure to
comply with such requirements, or (ii) any obligation or liability I incur for profit disgorgement under Section 16(b) of the Exchange Act. I further acknowledge that this Power of Attorney does not relieve me from responsibility for compliance with
my obligations under the Exchange Act or the Securities Act.
This Power of Attorney shall not revoke any powers of attorney granted by me, nor shall this Power of Attorney be revoked by future powers of attorney I grant. This Power of Attorney shall remain in full force and effect
until I am no longer subject to Sections 13 and 16 of the Exchange Act, unless earlier revoked by me in a signed writing delivered to the Attorneys-in-Fact.
I acknowledge receipt of the following language provided in Section 5-1513 of the General Obligations Law of the State of New York (the “Cautionary Language”), provided, however, (1) for the avoidance of doubt, I understand and agree, and affirm that it is my intent, that if any provision contained in the Cautionary Language shall be inconsistent with any
of the foregoing provisions of this Power of Attorney, the foregoing provisions shall prevail to the fullest extent permitted by law, and (2) nothing in this Power of Attorney shall be construed as an admission or acknowledgement by me that this
Power of Attorney is subject to the requirements of Section 5-1501B of the General Obligations Law of the State of New York:
CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you
choose (your “agent”) authority to act on your behalf. You do not lose your authority to act even though you have given your agent similar authority.
When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest.
“Important Information for the Agent” at the end of this document describes your agent’s responsibilities.
Your agent can act on your behalf only after signing the Power of Attorney before a notary public.
You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the
revocation to your prior agent(s) and to the financial institutions where your accounts are located.
You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for
acting improperly.
Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.”
The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York
State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.
If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.
IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal
relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:
| (1) | act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest; |
(2) avoid conflicts that would impair your ability to act in the principal’s best interest;
(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;
(4) keep a record or all receipts, payments, and transactions conducted for the principal; and
(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following
manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).
You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this
Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best
interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document
or your responsibilities that you do not understand, you should seek legal advice.
Liability of agent: The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or
acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.
IN WITNESS WHEREOF, I have executed this Power of Attorney on January 28, 2021.
Signature: /s/ Adam Schwartz
Name: Adam Schwartz
ACKNOWLEDGEMENT OF APPOINTMENTS BY ATTORNEYS-IN-FACT:
The undersigned executed this Power of Attorney on January 28, 2021.
By: /s/ Christopher D. Moore
Name: Christopher D. Moore
Title: Attorney-in-Fact
By: /s/ Frank E. Stadelmaier
Name: Frank E. Stadelmaier
Title: Attorney-in-Fact
*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 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.