Comstock Resources, Inc. Announces Proposed $850 Million Private Offering of Senior Unsecured Notes Due 2026
July 13 2018 - 6:30AM
COMSTOCK
RESOURCES, INC. ANNOUNCES PROPOSED $850 MILLION PRIVATE OFFERING OF
SENIOR UNSECURED NOTES DUE 2026
FRISCO, TEXAS, July
13, 2018 - Comstock Resources, Inc. ("Comstock" or the
"Company") (NYSE: CRK) announced today that, subject to market and
other conditions, its wholly-owned subsidiary Comstock Escrow
Corporation intends to offer for sale in a private placement under
Rule 144A and Regulation S under the Securities Act of 1933, as
amended (the "Securities Act"), $850.0 million in aggregate
principal amount of senior unsecured notes due 2026 (the "Senior
Notes"). The gross proceeds of the offering (plus an amount
related to interest that would accrue on the Senior Notes through a
specified date) will initially 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, Comstock 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
offering 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 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. The Senior Notes
to be offered have not been registered under the Securities Act or
any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
securities laws.
This press release does not
constitute an offer to sell or a solicitation of an offer to buy
the Senior Notes nor shall it constitute an offer, solicitation or
sale of the securities in any jurisdiction in which such offer,
solicitation or sale is unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Additional Information and Where to Find It
This communication is being made
in respect of the proposed transactions involving the
Company. The proposed contribution will be submitted to the
stockholders of the Company for their consideration. In
connection therewith, the Company intends to file relevant
materials with the Securities and Exchange Commission (the "SEC"),
including a definitive proxy statement. However, such
documents are not currently available. This communication
does not constitute a solicitation of any vote or approval.
BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED CONTRIBUTION TRANSACTION.
Investors will be able to obtain a
free copy of the proxy statement (when available) and other
documents filed with the SEC at the SEC's website at
http://www.sec.gov. In addition, the proxy statement and the
Company's annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports
filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, are available free of
charge through the Company's website at www.comstockresources.com
as soon as reasonably practicable after they are electronically
filed with, or furnished to, the SEC.
Participants in Solicitation
The directors, executive officers
and certain other members of management and employees of Comstock
may be deemed "participants" in the solicitation of proxies from
stockholders of Comstock in favor of the proposed
transaction. Information regarding the persons who may, under
the rules of the SEC, be considered participants in the
solicitation of the stockholders of Comstock in connection with the
proposed transaction will be set forth in the proxy statement and
the other relevant documents to be filed with the SEC. You
can find information about Comstock's executive officers and
directors in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2017, as amended.
.
This press release may contain
"forward-looking statements" as that term is defined in the Private
Securities Litigation Reform Act of 1995. All statements,
other than statements of present or historical fact included in
this press release, regarding the proposed contribution transaction
and the offering of Senior Notes discussed herein, Comstock's
ability to consummate the contribution transaction and the
refinancing plan, the benefits of the transaction and Comstock's
future financial performance following the transaction are forward
looking statements. 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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