UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 2, 2024, Comstock Resources, Inc. (the "Company") issued a press release announcing that, subject to market conditions, it intends to commence an offering of senior notes due 2029 (the "Notes") in a private placement to eligible purchasers. The Notes are expected to be issued by the Company and guaranteed by certain of its subsidiaries on an unsecured and unsubordinated basis. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
Description |
Press release dated April 2, 2024 announcing offering of senior notes due 2029. |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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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April 2, 2024 |
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/s/ Roland O. Burns |
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Roland O. Burns |
Exhibit 99.1
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5300 Town and Country Blvd., Suite 500 |
Frisco, Texas 75034 |
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Telephone: (972) 668-8834 |
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Contact: Ron Mills |
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VP of Finance and Investor Relations |
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Web Site: www.comstockresources.com |
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NEWS RELEASE |
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For Immediate Release
COMSTOCK RESOURCES, INC. ANNOUNCES PRIVATE OFFERING
OF 6.75% SENIOR NOTES DUE IN 2029
FRISCO, TEXAS, April 2, 2024 -- Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) announced today that, subject to market conditions, it intends to offer $375.0 million principal amount of its 6.75% senior notes due in 2029 (the “New Notes”) in a private placement to eligible purchasers.
The New Notes are a mirror issue to the Company's existing 6.75% senior notes due 2029 (the “Original Notes”), of which $1,223.9 million aggregate principal amount is currently outstanding. The New Notes will have substantially identical terms as the Original Notes; however, the New Notes will be issued under a separate indenture and have a different CUSIP number from the Original Notes.
Comstock intends to use the net proceeds from this offering to repay a portion of the borrowings currently outstanding under the Company’s bank credit facility and pay fees and expenses in connection therewith.
The New Notes to be offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and unless so registered, the New Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The New Notes being offered are expected to be eligible for trading by qualified institutional buyers under Rule 144A and non-U.S. persons outside the United States under Regulation S.
This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the New Notes, the Original Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the New Notes, the Original Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is 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 SEC filings discuss important risk factors that could affect the Company’s business, results of operations and financial condition. The forward-looking statements in this news release speak only as of this date. Comstock does not undertake any obligation to revise or update publicly any forward-looking statement.