UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Comstock Resources, Inc.
(Name of Issuer)
Common stock, par value $0.50 per share
(Title of Class of Securities)
205768302
(CUSIP Number)
Thomas L. Walker
Arkoma Drilling, L.P.
Williston Drilling, L.P.
One Cowboys Way, Suite 100
Frisco, Texas 75034
972-497-4394
with a copy to:
Doug Rayburn
Gibson, Dunn & Crutcher LLP
2001 Ross Ave., Suite 2100
Dallas, Texas 75201
214-698-3442
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 25, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| CUSIP No. 205768302 | SCHEDULE 13D | Page 2 of 9 |
| 1 |
NAMES OF REPORTING PERSONS
Arkoma Drilling, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
TX | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
146,950,577* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
146,950,577* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
146,950,577* | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.3%** | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| * | Consists of 146,950,577 shares of common stock, par value $0.50 per share (“Common Stock”), of Comstock Resources, Inc. (the “Issuer”) held by Arkoma Drilling, L.P., a Texas limited partnership (“Arkoma”). Blue Star Exploration Company (the “General Partner”) is the general partner of Arkoma and Jerral W. Jones (“Mr. Jones”) is a director and the sole shareholder of the General Partner. By virtue of these relationships, the General Partner and Mr. Jones may be deemed to share voting and dispositive control over the shares of Common Stock held by Arkoma. Mr. Jones disclaims beneficial ownership of any shares of Common Stock held or beneficially owned by Arkoma or the General Partner. |
| ** | The percentage is calculated based upon 279,702,274 outstanding shares of Common Stock, as disclosed in the Subscription Agreement, dated as of March 20, 2024, by and among Comstock Resources, Inc., Arkoma Drilling L.P. and Williston Drilling, L.P. (the “Subscription Agreement”), a copy of which is attached as Exhibit 12 to this Amendment, and after giving effect to the transactions contemplated thereby. |
| CUSIP No. 205768302 | SCHEDULE 13D | Page 3 of 9 |
| 1 |
NAMES OF REPORTING PERSONS
Williston Drilling, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
TX | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
47,870,852* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
47,870,852* | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
47,870,852* | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%** | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| * | Consists of 47,870,852 shares of Common Stock held by Williston Drilling, L.P., a Texas limited partnership (“Williston”). The General Partner is the general partner of Williston and Mr. Jones is a director and the sole shareholder of the General Partner. By virtue of these relationships, the General Partner and Mr. Jones may be deemed to share voting and dispositive control over the shares of Common Stock held by Williston. Mr. Jones disclaims beneficial ownership of any shares of Common Stock held or beneficially owned by Williston or the General Partner. |
| ** | The percentage is calculated based upon 279,702,274 outstanding shares of Common Stock, as disclosed in the Subscription Agreement, and after giving effect to the transactions contemplated thereby. |
| CUSIP No. 205768302 | SCHEDULE 13D | Page 4 of 9 |
| 1 |
NAMES OF REPORTING PERSONS
Blue Star Exploration Company | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
TX | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
194,821,429* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
194,821,429* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,821,429* | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.7%** | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| * | Consists of (i) 146,950,577 shares of Common Stock held by Arkoma and (ii) 47,870,852 shares of Common Stock held by Williston. The General Partner is the general partner of Arkoma and Williston and Mr. Jones is a director and the sole shareholder of the General Partner. By virtue of these relationships, the General Partner and Mr. Jones may be deemed to share voting and dispositive control over the shares of Common Stock held by Arkoma and Williston. Mr. Jones disclaims beneficial ownership of any shares of Common Stock held or beneficially owned by Arkoma, Williston or the General Partner. |
| ** | The percentage is calculated based upon 279,702,274 outstanding shares of Common Stock, as disclosed in the Subscription Agreement, and after giving effect to the transactions contemplated thereby. |
| CUSIP No. 205768302 | SCHEDULE 13D | Page 5 of 9 |
| 1 |
NAMES OF REPORTING PERSONS
Jerral W. Jones | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (D) OR 2(E)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
194,821,429* | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
194,821,429* | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,821,429* | |||||
| 12 | Check if the aggregate amount in row (11) excludes certain shares (see instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.7%** | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| * | Consists of (i) 146,950,577 shares of Common Stock held by Arkoma and (ii) 47,870,852 shares of Common Stock held by Williston. The General Partner is the general partner of Arkoma and Williston and Mr. Jones is a director and the sole shareholder of the General Partner. By virtue of these relationships, the General Partner and Mr. Jones may be deemed to share voting and dispositive control over the shares of Common Stock held by Arkoma and Williston. Mr. Jones disclaims beneficial ownership of any shares of Common Stock held or beneficially owned by Arkoma, Williston or the General Partner. |
| ** | The percentage is calculated based upon 279,702,274 outstanding shares of Common Stock, as disclosed in the Subscription Agreement, and after giving effect to the transactions contemplated thereby. |
| CUSIP No. 205768302 | SCHEDULE 13D | Page 6 of 9 |
EXPLANATORY NOTE
This Amendment No. 4 (“Amendment No. 4”) amends (i) the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 22, 2018 (the “Original Schedule 13D”), (ii) Amendment No. 1 to the Original Schedule 13D filed with the SEC on June 11, 2019 (“Amendment No. 1”), (iii) Amendment No. 2 to the Original Schedule 13D filed with the SEC on July 17, 2019 (“Amendment No. 2”) and (iv) Amendment No. 3 to the Original Schedule 13D filed with the SEC on August 27, 2020 (“Amendment No. 3” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 4, this “Schedule 13D”). The Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3 remain in full force and effect, except as specifically amended by this Amendment No. 4. This Schedule 13D relates to shares of Common Stock of the Issuer.
Item 4. Purpose of Transaction.
Item 4 of this Schedule 13D is hereby supplemented as follows:
Subscription Agreement
On March 25, 2024, pursuant to the Subscription Agreement, (i) Arkoma subscribed for 9,428,750 shares of Common Stock of the Issuer for a purchase price of $8.036 per share and an aggregate purchase price of $75,769,435 and (ii) Williston subscribed for 3,071,250 shares of Common Stock of the Issuer for a purchase price of $8.036 per share and an aggregate purchase price of $24,680,565.
The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which is filed as Exhibit 12 hereto and incorporated herein by reference.
Second Amended and Restated Registration Rights Agreement
Pursuant to the Subscription Agreement, the Issuer, Arkoma and Williston entered into a Second Amended and Restated Registration Rights Agreement, dated March 25, 2024 (the “Second Amended and Restated Registration Rights Agreement”). Under the terms of the Second Amended and Restated Registration Rights Agreement, the Issuer agreed to prepare and file a shelf registration statement with the SEC within 90 days after the closing of the transactions contemplated by the Subscription Agreement to permit the public resale of all of the Registrable Securities (as defined in the Second and Amended Registration Agreement) held by the holders from time to time as permitted by Rule 415 under the Securities Act of 1933, as amended (the “Securities Act). The Issuer agreed to use its commercially reasonable efforts to cause this registration statement to be declared effective under the Securities Act within 45 days after the filing of the registration statement with the SEC. In certain circumstances, and subject to certain qualifications and limitations, holders of Registrable Securities will have piggyback registration rights on offerings of Common Stock by the Issuer or the other parties thereto as well as the right to request that the Issuer initiate an Underwritten Offering (as defined in the Second and Amended Registration Agreement) when they reasonably expect certain gross proceeds in excess of a threshold amount from any such Underwritten Offering.
The foregoing description of the Second Amended and Restated Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Registration Rights Agreement, a copy of which is filed as Exhibit 13 hereto and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5(a), (b), (c), (d) and (e) of the Schedule 13D are hereby amended and restated in their entirety as follows:
| (a) | The information set forth on rows 11 and 13 of the cover pages of this Schedule 13D is incorporated by reference. The percentage is calculated based upon 279,702,274 outstanding shares of Common Stock, as disclosed in the Subscription Agreement, and after giving effect to the transactions contemplated thereby. |
| CUSIP No. 205768302 | SCHEDULE 13D | Page 7 of 9 |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference. By virtue of Covey Park Holdings LLC’s (“New CPE”) sale of certain of its shares of Common Stock, among other factors, the Reporting Persons are no longer deemed to be a “group” for purposes of Rule 13d-5 under the Exchange Act. As a result, this Amendment No. 4 only reports the beneficial ownership of the Reporting Persons. |
New CPE has undertaken to file a separate Schedule 13D pursuant to Rule 13d-1(k)(2) under the Act containing the required information. The Reporting Persons assume no responsibility for the information contained in such Schedule 13D filed by New CPE.
| (c) | The information set forth in Item 4 of Amendment No. 4 is incorporated by reference. |
| (d) | No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D. |
| (e) | Not applicable. |
Item 7. Material to be Filed as Exhibits
| Exhibit Number |
Description of Exhibits | |
| 12 | Subscription Agreement, dated March 20, 2024, by and among Comstock Resources, Inc., Arkoma Drilling L.P. and Williston Drilling, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001-03262) filed on March 21, 2024). | |
| 13 | Second Amended and Restated Registration Rights Agreement, dated March 25, 2024, by and among Comstock Resources, Inc., Arkoma Drilling L.P. and Williston Drilling, L.P. (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001-03262) filed on March 25, 2024). | |
| CUSIP No. 205768302 | SCHEDULE 13D | Page 8 of 9 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: March 25, 2024 | ARKOMA DRILLING, L.P. | |||||
| By: Blue Star Exploration Company, its general partner | ||||||
| By: | /s/ Thomas L. Walker | |||||
| Name: Thomas L. Walker | ||||||
| Title: Treasurer | ||||||
| WILLISTON DRILLING, L.P. | ||||||
| By: Blue Star Exploration Company, its general partner | ||||||
| By: | /s/ Thomas L. Walker | |||||
| Name: Thomas L. Walker | ||||||
| Title: Treasurer | ||||||
| BLUE STAR EXPLORATION COMPANY | ||||||
| By: | Jerral W. Jones | |||||
| its Sole Shareholder | ||||||
| By: | /s/ Jerral W. Jones | |||||
| Jerral W. Jones | ||||||
| By: | /s/ Jerral W. Jones | |||||
| Jerral W. Jones | ||||||
| CUSIP No. 205768302 | SCHEDULE 13D | Page 9 of 9 |
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
| Date: March 25, 2024 | ARKOMA DRILLING, L.P. | |||||
| By: Blue Star Exploration Company, its general partner | ||||||
| By: | /s/ Thomas L. Walker | |||||
| Name: Thomas L. Walker | ||||||
| Title: Treasurer | ||||||
| WILLISTON DRILLING, L.P. | ||||||
| By: Blue Star Exploration Company, its general partner | ||||||
| By: | /s/ Thomas L. Walker | |||||
| Name: Thomas L. Walker | ||||||
| Title: Treasurer | ||||||
| BLUE STAR EXPLORATION COMPANY | ||||||
| By: | /s/ Jerral W. Jones | |||||
| Jerral W. Jones | ||||||
| By: | /s/ Jerral W. Jones | |||||
| Jerral W. Jones | ||||||