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 13, 2020
COMSTOCK RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
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STATE OF NEVADA |
001-03262 |
94-1667468 |
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(State or other
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(Commission File Number) |
(I.R.S. Employer |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.50 (per share) |
CRK |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On May 13, 2020, Comstock Resources, Inc. (the "Company") issued a press release announcing the commencement of an underwritten public offering of 40,000,000 shares of the Company's common stock, par value $0.50 per share (plus up to an additional 6,000,000 shares of common stock pursuant to an option granted to the underwriters). A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the attached Exhibit 99.1 is deemed to be "furnished" and not deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended.
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Item 9.01 |
Financial Statements and Exhibits
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Exhibit 99.1 |
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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, hereunto duly authorized.
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COMSTOCK RESOURCES, INC. |
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Dated: May 13, 2020 |
By: |
/s/ ROLAND O. BURNS |
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Roland O. Burns |
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President and Chief Financial Officer |
Exhibit 99.1
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5300 Town and Country Blvd., Suite 500 Frisco, Texas 75034 Telephone: (972) 668-8834 Contact: Ron Mills VP of Finance and Investor Relations Web Site: www.comstockresources.com
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NEWS RELEASE
For Immediate Release
COMSTOCK RESOURCES ANNOUNCES
COMMON STOCK OFFERING
Frisco, TX, May 13, 2020 – Comstock Resources, Inc. (NYSE: CRK) ("Comstock" or the "Company") announced today that it has commenced an underwritten public offering of 40 million shares of its common stock (the "Common Stock Offering"). Comstock also intends to grant the underwriters a 30-day option to purchase up to 6 million additional shares of common stock.
Comstock intends to use the net proceeds from the offering to redeem the Company's Series A Redeemable Convertible Preferred Stock for $210 million plus accrued and unpaid dividends and to reduce amounts outstanding under its bank credit facility.
Citigroup is acting as the sole book-running manager and representative of the underwriters for the Offering.
The offering of these securities is being made pursuant to an effective shelf registration statement. The Offering will be made only by means of a separate prospectus and prospectus supplement. A copy of such prospectus and prospectus supplement relating to these securities may be obtained, when available, from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone: (800) 831-9146.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the shares of common stock of Comstock or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of any such state or jurisdiction.
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 an independent energy company based in Frisco, Texas engaged in oil and gas acquisitions, exploration and development, and its assets are primarily located in Texas, Louisiana and North Dakota. The Company's stock is traded on the New York Stock Exchange under the symbol CRK.