UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 31, 2012
COMSTOCK RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
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STATE OF NEVADA
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001-03262
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94-1667468
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(State or other
jurisdiction incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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5300 Town And Country Boulevard
Suite 500
Frisco, Texas 75034
(Address of principal executive offices)
(972) 668-8800
(Registrant's Telephone No.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events
On May 31, 2012, Comstock Resources, Inc. ("Comstock") issued a press release, attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing a senior notes offering in the amount of $250.0 million. The offering will be made by means of an underwritten public offering pursuant to an automatic shelf registration statement previously filed with the Securities and Exchange Commission. Proceeds from the offering will be used to repay outstanding borrowings under the Company's bank credit facility.
Item 9.01 Financial Statements and Exhibits
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Exhibit 99.1
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Press Release, dated May 31, 2012 announcing the Company's Senior Notes Offering.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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COMSTOCK RESOURCES, INC.
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Dated: May 31, 2012
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By:
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/s/ ROLAND O. BURNS
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Roland O. Burns
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Senior Vice President and Chief Financial Officer
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Exhibit 99.1
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5300 Town and Country Blvd., Suite 500
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Frisco, Texas 75034
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Telephone: (972) 668-8800
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Contact: Roland O. Burns
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Sr. Vice President and Chief Financial Officer
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Web Site: www.comstockresources.com
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NEWS RELEASE
For Immediate Release
COMSTOCK RESOURCES, INC. ANNOUNCES
SENIOR NOTES OFFERING
FRISCO, TEXAS, May 31, 2012 – Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) announced today that it intends to offer $250 million in aggregate principal amount of senior notes due 2020, subject to market and other conditions. The offering will be made by means of an underwritten public offering pursuant to an automatic shelf registration statement filed with the Securities and Exchange Commission. Comstock intends to use the net proceeds of the proposed offering to repay outstanding borrowings under its bank credit facility.
Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp. and J.P. Morgan Securities LLC, are acting as joint book-running managers, with BB&T Capital Markets, a division of Scott & Stringfellow, LLC, BOSC, Inc., Comerica Securities, Inc., Global Hunter Securities, LLC, IBERIA Capital Partners L.L.C., Lloyds Securities Inc., Mitsubishi UFJ Securities (USA), Inc., Natixis Securities Americas LLC, Scotia Capital (USA) Inc., SunTrust Robinson Humphrey, Inc. and U.S. Bancorp Investments, Inc. acting as co-managers.
The offering may be made only by means of a prospectus and related prospectus supplement, copies of which may be obtained on the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, the underwriters will arrange to send you copies of the prospectus supplement and the base prospectus if you request by contacting (i) Merrill Lynch, Pierce, Fenner & Smith Incorporated at 4 World Financial Center, New York, NY 10080 Attention: Syndicate Operations or by calling 800-294-1322 or emailing dg.prospectus_requests@baml.com, (ii) BMO Capital Markets Corp. at 3 Times Square, 28th Floor, New York, NY 10036, Attention: Maya Patel or by calling (212) 702-1882 or (iii) J.P. Morgan Securities LLC at 383 Madison Avenue, 3rd Floor, New York, NY 10179, Attention: Syndicate Desk or by calling (800) 245-8812.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. Such an offer can only be made by delivery of a prospectus that has been filed with the Securities and Exchange Commission.
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.
Comstock Resources, Inc. is a growing independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK.