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):  August 15, 2016

COMSTOCK RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

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:

On August 15, 2016, Comstock Resources, Inc. (the "Company") announced an amendment to its previously announced offer to exchange any and all of its existing senior notes for three new series of secured notes and, in the case of the Company's 10% Senior Secured Notes due 2020, warrants exercisable for the Company's common stock, upon the terms and subject to the conditions set forth in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission, as amended and supplemented (the "Exchange Offer").  A copy of the press release announcing Comstock's amendments to its previously announced Exchange Offer is attached hereto as Exhibit 99.1.

Comstock has extended the previously announced Early Tender Date of 5:00 p.m., New York City time, on Friday, August 12, 2016, to the new Early Tender Date of 11:59 p.m., New York City time, on Friday, August 26, 2016, which will also continue to be the Expiration Date for the Exchange Offer.  Accordingly, holders who validly tender (and not withdraw) their existing notes prior to the new Early Tender Date will be eligible to receive the Early Exchange Consideration shown below.  The amendment to the Exchange Offer also provides for:

Senior Secured Notes Exchange –

(ii)

An increase in the number of warrants to purchase common stock to 2.75 shares per $1,000 of notes tendered from 1.5 shares per $1,000 of tendered notes.

Unsecured Senior Notes Exchange –

(i)

An increase in the mandatory conversion price to $10.47 per share over 15 trading days from $9.24 per share over 10 trading days.

(ii)

An addition of a 61-day notice requirement for any optional conversion that would cause a holder to become an affiliate of the Company.

The Company is also enhancing the collateral that will secure the new notes from what is currently required for the existing senior secured notes.  Currently, the Company is required to maintain mortgages for the existing secured notes of at least 80% of the Company's present value of total proved reserves with no requirement with respect to probable drilling locations.  The amendment provides that the Company will be required to maintain mortgages for the new secured notes of at least 90% of the Company's present value of total proved reserves and probable operated Haynesville and Bossier undrilled locations.  The following table sets forth each series of outstanding notes subject to the Exchange Offer and the revised consideration offered for such series in the Exchange Offer:

 

 

 

 

 

Accrued and unpaid interest on all tendered notes will be paid in cash upon closing of the Exchange Offer.  The closing will occur promptly after the Expiration Date and subject to satisfaction or waiver of the closing conditions, as set forth in the registration statement.

The Exchange Offer is conditioned upon among other matters (i) the holders of (x) 90% of the outstanding principal amount of the existing senior secured notes and (y) 90% of the outstanding principal amount of the existing 2019 notes and 2020 notes (on a combined basis) having tendered and not validly withdrawn their old notes (in each case instead of the previously announced 95% requirement) and (ii) completion of the Exchange Offer by September 15, 2016.

This notice shall not constitute an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

COMSTOCK RESOURCES, INC. ANNOUNCES AMENDMENT AND

EXTENSION FOR SENIOR NOTES EXCHANGE

 

FRISCO, TEXAS, August 15, 2016 – Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) announced today an amendment to its previously announced offer to exchange any and all of its existing senior notes for three new series of secured notes and, in the case of the Company's 10% Senior Secured Notes due 2020, warrants exercisable for the Company's common stock, upon the terms and subject to the conditions set forth in the Registration Statement on Form S-4 filed on August 1, 2016 with the Securities and Exchange Commission (the "Exchange Offer").

Comstock has extended the previously announced Early Tender Date of 5:00 p.m., New York City time, on Friday, August 12, 2016, to the new Early Tender Date of 11:59 p.m., New York City time, on Friday, August 26, 2016, which will also continue to be the Expiration Date for the Exchange Offer.  Accordingly, holders who validly tender (and not withdraw) their existing notes prior to the new Early Tender Date will be eligible to receive the Early Exchange Consideration shown below.

The amendment to the Exchange Offer also provides for:

Senior Secured Notes Exchange –

(i)	An increase in the pay in kind interest rate to 12¼% from 11%.

(ii)	An increase in the number of warrants to purchase common stock to 2.75 shares per $1,000 of notes tendered from 1.5 shares per $1,000 of tendered notes.

Unsecured Senior Notes Exchange –

(i)	An increase in the mandatory conversion price to $10.47 per share over 15 trading days from $9.24 per share over 10 trading days.

(ii)	An addition of a 61-day notice requirement for any optional conversion that would cause a holder to become an affiliate of the Company.

The Company is also enhancing the collateral that will secure the new notes from what is currently required for the existing senior secured notes. Currently, the Company is required to maintain mortgages for the existing secured notes of at least 80% of the Company's present value of total proved reserves with no requirement with respect to probable drilling locations.  The amendment provides that the Company will be required to maintain mortgages for the new secured notes of at least 90% of the Company's present value of total proved reserves and probable operated Haynesville and Bossier undrilled locations.

 

 

 

 

 

The following table sets forth each series of outstanding notes subject to the Exchange Offer and the revised consideration offered for such series in the Exchange Offer:

Accrued and unpaid interest on all tendered notes will be paid in cash upon closing of the Exchange Offer.  The closing will occur promptly after the Expiration Date and subject to satisfaction or waiver of the closing conditions, as set forth in the registration statement

To validly tender their notes, the participating holders will be required to deliver a letter of transmittal and consent to certain amendments to the terms of the existing notes and related indentures that would remove certain of the covenants governing the existing senior notes and approve the release of the collateral with respect to the existing senior secured notes.

The Exchange Offer is conditioned upon among other matters (i) the holders of (x) 90% of the outstanding principal amount of the existing senior secured notes and (y) 90% of the outstanding principal amount of the existing 2019 notes and 2020 notes (on  a combined basis) having tendered and not validly withdrawn their old notes (in each case instead of the previously announced 95% requirement) and (ii) completion of the Exchange Offer by September 15, 2016.

The Company will agree to pay a soliciting dealer fee equal to $5.00 for each $1,000 principal amount of old notes that are validly tendered for exchange and not validly withdrawn pursuant to the Exchange Offer to retail brokers that are appropriately designated by their clients to receive this fee, but only if the old notes of each applicable series that are tendered by or for that beneficial owner have an aggregate equivalent principal amount of $250,000 or less.  Soliciting dealer fees will only be paid to retail brokers upon consummation of the Exchange Offer.  No soliciting dealer fees will be paid if the Exchange Offer is not consummated, and the fees will be payable thereafter upon request by the soliciting dealers and presentation of such supporting documentation as the Company may reasonably request.

A prospectus supplement dated August 15, 2016, which describes the amendment and extension, is being distributed to holders of the existing notes.  The supplement and the original prospectus may also be viewed by going to the Company's website at Prospectuses.  A description of the Exchange Offer including the new collateral requirements has included in a presentation to our investors which can be viewed by going to the Company's website at Presentations.  Except as described above and as contained in the prospectus supplement, all terms and conditions of the Exchange Offer continue in effect.  If you have previously tendered your existing notes, you do not need to take any further action in order to receive the benefit of the amendment.

BofA Merrill Lynch is acting as dealer manager in connection with the Exchange Offer. Holders of the notes may contact BofA Merrill Lynch at (888) 292-0070 (toll-free) or collect at (980) 388-4813 or (646) 855-2464 with any questions they may have regarding the Exchange Offer. D.F. King & Co., Inc. is serving as information and exchange agent for the Exchange Offer. You should direct questions, requests for assistance and requests for copies of the prospectus and letter of transmittal to the agent at (212) 269-5550 (for banks and brokers) or (877) 732-3619 (toll free) (all others).

 

 

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This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any security, nor is it a substitute for the registration statement and Exchange Offer materials that the Company has filed with the SEC.  An exchange offer will only be made by means of the prospectus, prospectus supplement, letter of transmittal and certain other Exchange Offer documents.

Security holders are strongly urged to carefully review the registration statement, the preliminary prospectus, the prospectus supplement and the other related documents and materials (as they may be amended from time to time) filed with the SEC, including the final prospectus described below, when available, as well as any amendments and supplements thereto because they will contain important information about the Company, the Exchange Offer and are the sole means by which any offer to exchange or any solicitation of any such offer, will be made.

The registration statement contains a preliminary prospectus, a prospectus supplement and related transmittal materials that have been or are being delivered to holders of the notes.  Investors and security holders may obtain a free copy of the registration statement, preliminary prospectus, prospectus supplement and transmittal materials, as well as other documents filed by the Company with the SEC, at the SEC's website, www.sec.gov.  Free copies of the Company's filings with the SEC have been made available on the Company's website, www.comstockresources.com, or may be obtained by making a request directly to the Company by phone at 972-668-8800, or in writing to the Company's corporate offices at 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034, Attention: Mr. Roland Burns, President, Chief Financial Officer and Corporate Secretary.

A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

Comstock Resources, Inc. is an 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.