March 13 (Reuters) - Kimmeridge Energy Management has

submitted a new offer to acquire SilverBow Resources ( SBOW )

that values the U.S. oil and gas producer at close to $2.1

billion, including debt, the investment firm said on Wednesday.

The offer is a variation of previous unsuccessful bids for

SilverBow that Kimmeridge has mounted over the last two years,

combining SilverBow with Kimmeridge's gas-producing assets in

South Texas, which Kimmeridge values at about $1.4 billion,

including debt.

Under Kimmeridge's proposal, SilverBow shareholders would be

rolling their equity into the combined company at a valuation of

$34 per share, according to a statement, which confirmed an

earlier Reuters report.

SilverBow shares gained 3.3% in early trading to $32.77.

In a separate statement, SilverBow said it "will carefully

review and consider the proposal to determine the course of

action that it believes is in the best interest of the company

and all of its shareholders".

As well as contributing its South Texas assets, Kimmeridge

would inject $500 million into the combined company to help pay

down debt, Kimmeridge's statement said.

"It's really transformative in where it positions this

company today," Ben Dell, managing partner of Kimmeridge, told

Reuters in an interview, noting he believed a combined company

would trade between $60 and $65 per share.

Dell said the improved finances resulting from the deal

should allow SilverBow to start paying dividends, and would help

it to pursue future acquisition opportunities.

The investment firm would own a majority of the combined

company, which would remain publicly listed, and would choose

five directors of a nine-person board.

SilverBow said in an open letter to its shareholders on

March 1 that it entertained Kimmeridge's previous overtures

since July 2022 in vain, because Kimmeridge could not secure the

necessary financing.

Kimmeridge's latest offer includes letters from financial

institutions that have indicated they are confident they can

bankroll the deal.

Addressing previous deal talks, Dell said of SilverBow, they

had never done due diligence on Kimmeridge's assets and "never

meaningfully engaged in a combination discussion, which has been

disappointing".

Kimmeridge is the largest shareholder in SilverBow with a

12.9% stake. Last month, Kimmeridge said it would nominate three

directors to join SilverBow's board at its annual shareholder

meeting. It said in November it backed calls by another large

SilverBow shareholder, Riposte Capital, for board changes to

address governance and performance concerns.

SilverBow's operations are in the Eagle Ford shale formation

in south Texas, adjacent to Kimmeridge's assets. The tie-up

would create one of the biggest energy producers solely focused

on the Eagle Ford, benefiting from economies of scale and

favorable location for supplying key liquefied natural gas

export terminals on the Gulf coast.