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): April 14, 2022
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 8.01 Other Events
On April 14, 2022, Comstock Resources, Inc (the "Company") issued a press release announcing the early redemption of all of its outstanding 7.50% Senior Notes due 2025 (the " 2025 Senior Notes") for cash at a price equal to 101.875% of the principal amount of the 2025 Senior Notes, plus accrued and unpaid interest. The 2025 Senior Notes have an outstanding aggregate principal amount of $244.4 million and will be redeemed in full on May 15, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
This report does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the 2025 Senior Notes, and the press release shall not constitute an offer to sell, a solicitation of an offer 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.
Item 9.01 Financial Statements and Exhibits
Exhibit No. | Description | ||||
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, hereunto duly authorized.
| COMSTOCK RESOURCES, INC. | ||||||||
| Dated: April 14, 2022 | By: | /s/ ROLAND O. BURNS | ||||||
| Roland O. Burns | ||||||||
| President and Chief Financial Officer | ||||||||
Exhibit 99.1
 | 5300 Town and Country Blvd., Suite 500 | ||||
| Frisco, Texas 75034 | |||||
| Telephone: (972) 668-8834 | |||||
| Contact: Ron Mills | |||||
| VP of Finance and Investor Relations | |||||
| NEWS RELEASE | |||||
For Immediate Release
COMSTOCK RESOURCES, INC. ANNOUNCES EARLY
REDEMPTION OF 7.50% SENIOR NOTES DUE 2025
FRISCO, TEXAS, April 14, 2022 -- Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) announced today the early redemption of all of its outstanding 7.50% Senior Notes due 2025 (CUSIP Nos. 22304LAA8/U2201LAA1; and ISIN Nos. US22304LAA89/USU2201LAA18) (the "2025 Senior Notes"). The 2025 Senior Notes have an outstanding aggregate principal amount of $244.4 million and will be redeemed in full on May 15, 2022 (the "Redemption Date").
In accordance with the terms and conditions set forth in the indenture governing the 2025 Senior Notes, the Company will pay the redemption price of 101.875% of the principal amount of the 2025 Senior Notes for a total of approximately $249.0 million, and will pay any accrued and unpaid interest up to the Redemption Date.
Notices of redemption of the 2025 Senior Notes are being sent by the trustee to all currently registered holders of the 2025 Senior Notes.
The Company expects to fund this redemption by using cash on hand and borrowings under its revolving credit facility.
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.
About Comstock Resources
Comstock Resources is a leading independent natural gas producer with operations focused on the development of the Haynesville shale in North Louisiana and East Texas. The Company's stock is traded on the New York Stock Exchange under the symbol CRK.
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 documents filed with the Securities and Exchange Commission discuss important risk factors that could have a
material effect on the Company’s business, results of operations and financial condition. The forward-looking statements in this news release speak only as of this date. The Company does not undertake any obligation to revise or update publicly any forward-looking statement.