COMSTOCK RESOURCES, INC. ANNOUNCES CASH TENDER OFFER FOR UP TO $750.0 MILLION AGGREGATE PURCHASE PRICE OF OUTSTANDING SENIOR NOTES
The following table sets forth certain terms of the Tender Offers:
|Amount of Notes|
|Title of Notes||CUSIP Numbers||Aggregate Principal Amount Outstanding(1)||Acceptance Priority Level||Tender Offer Consideration (2)||Early Tender Premium||Total Consideration(2)(3)|
|7.50% Senior Notes due 2025||223046AA8 U2201LAA1||$||619,400,000||1||$||1,018.75||$||30||$||1,048.75|
|9.75% Senior Notes due 2026||205768AR5||$||800,000,000||2||$||1,072.50||$||30||$||1,102.50|
|9.75% Senior Notes due 2026||205677AB3||$||850,000,000||3||$||1,072.50||$||30||$||1,102.50|
- As of the date hereof.
- Holders will also receive accrued and unpaid interest from the applicable last interest payment with respect to the Notes accepted for purchase to, but not including, the Early Settlement Date (as defined below) or the Final Settlement Date (as defined below), as applicable.
- Includes the Early Tender Premium.
The terms and conditions of the Tender Offers are described in an Offer to
Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to
Subject to the Aggregate Maximum Tender Amount, the 2025 Series Cap, the 2026 Combined Cap and proration, the Notes accepted for payment on any Settlement Date will be accepted in accordance with their Acceptance Priority Levels set forth in the table above, with 1 being the higher Acceptance Priority Level and 3 being the lower Acceptance Priority Level; provided that Notes tendered at or prior to the Early Tender Date will be accepted for purchase with priority over Notes tendered after the Early Tender Date, even if such Notes tendered after the Early Tender Date have a higher Acceptance Priority Level. Accordingly, tendered Notes may be subject to proration if the aggregate principal amount for any series of Notes validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded. The Company reserves the right to, but is under no obligation, to increase or decrease the Aggregate Maximum Tender Amount, the 2025 Series Cap and/or the 2026 Combined Cap at any time.
The Tender Offers will expire at Midnight,
In conjunction with each Offer, the Company is soliciting consent from holders of Notes to eliminate substantially all of the restrictive covenants and certain events of default under the Indentures and modify certain notice requirements for redemption of the Notes. These proposed amendments will not become operative unless (i) a majority of the Notes for that series are tendered for purchase and (ii) all tendered Notes of such series are accepted for purchase. In the event of a proration of Notes, the Consents delivered for that series of Notes shall be null and void.
The Tender Offers are not contingent upon the tender of any minimum amount of Notes. Comstock’s obligation to accept for purchase and to pay for the Notes validly tendered in any Tender Offer is subject to and conditioned on the satisfaction or waiver of the conditions described in the Offer to
The dealer managers for the Tender Offers are
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The offer is being made solely pursuant to the terms and conditions set forth in the Offer to
None of Comstock, its board of directors, the trustee for the Notes, the information agent, the dealer managers or any of their respective affiliates makes any recommendation as to whether holders should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Tender Offer.
This press release may contain "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described herein. Although the Company believes the expectations in such statements to be reasonable, there can be no assurance that such expectations will prove to be correct. The Company’s Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other
Ron MillsVP of Finance and Investor Relations Comstock Resources972-668-8834 firstname.lastname@example.org
Source: Comstock Resources, Inc.