Comstock Resources, Inc. Announces Pricing of $850 Million Private Offering of Senior Unsecured Notes Due 2026
July 20 2018 - 8:10PM
COMSTOCK
RESOURCES, INC. ANNOUNCES PRICING OF $850 MILLION PRIVATE OFFERING
OF SENIOR UNSECURED NOTES DUE 2026
FRISCO, TEXAS, July
20, 2018 - Comstock Resources, Inc. ("Comstock" or the
"Company") (NYSE: CRK) announced today that its wholly-owned
subsidiary, Comstock Escrow Corporation (the "Escrow Issuer"), has
priced its previously announced offering of $850 million in
aggregate principal amount of 9.75% new senior unsecured notes due
2026 (the "Senior Notes"). The Senior Notes will bear interest at
9.75% per annum and will be issued at 95.988% of their face
value. The sale of the Senior Notes is expected to be
completed on or about August 3, 2018, subject to customary closing
conditions.
The gross proceeds of the offering
(plus an amount related to interest that will accrue on the Senior
Notes through a specified date) will be deposited in an escrow
account pending satisfaction of certain conditions, including the
closing of the contribution of certain oil and gas assets by Arkoma
Drilling, L.P. and Williston Drilling, L.P., entities owned by
Jerry Jones and his family, pursuant to the Contribution Agreement
entered into on May 9, 2018 between Comstock and such
entities. The issuance of Comstock common stock in
connection with the Jones contribution is being submitted to the
Company's stockholders for approval at its upcoming annual meeting
to be held on August 10, 2018. Upon satisfaction of the
escrow release conditions, the Company will assume the obligations
under the Senior Notes, Comstock Escrow Corporation will be merged
with and into the Company, with the Company as the surviving
corporation, the Senior Notes will be guaranteed by each of the
Company's subsidiaries that guarantees payment of, or otherwise
becomes liable with respect to, any indebtedness of the Company of
any other guarantor, and the escrowed proceeds relating to the
offering of the Senior Notes will be released to the Company.
Upon release of the funds from
escrow, the Company intends to use the net proceeds from the sale
of the Senior Notes, together with borrowings under the Company's
new senior secured revolving credit facility and cash on hand, to
retire all of its existing debt as part of its refinancing plan and
to pay fees and expenses in connection therewith.
If escrow release conditions are
not satisfied on or before October 31, 2018, then the escrowed
funds will be applied to the mandatory redemption of the Senior
Notes at a price equal to 100% of the initial offering price of the
Senior Notes, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date.
The Senior Notes have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws. Unless so
registered, the securities 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 Senior Notes are being offered
and sold only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities
Act and to certain non-U.S. persons outside of the United States
pursuant to Regulation S under the Securities Act.
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 purchase the Senior
Notes or any other securities, and shall not constitute an offer to
sell, a solicitation of an offer to buy, or a sale of, the Senior
Notes or any other securities in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful.
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 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.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Comstock Resources, Inc via Globenewswire
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