COMSTOCK
RESOURCES, INC. ANNOUNCES TENDER OFFERS AND CONSENT SOLICITATIONS
FOR ALL OUTSTANDING NOTES
FRISCO, TEXAS, July
13, 2018 - Comstock Resources, Inc. ("Comstock" or the
"Company") (NYSE: CRK) announced today that it is commencing a
tender offer (the "Tender Offer") with respect to any and all of
its outstanding Senior Secured Toggle Notes due 2020 (the "Toggle
Notes"), 7.75% Convertible Secured PIK Notes due 2019 (the "2019
Convertible Notes"), 9.50% Convertible Secured PIK Notes due 2020
(the "2020 Convertible Notes", and together with the 2019
Convertible Notes, the "Convertible Notes"), 10% Senior Secured
Notes due 2020 (the "10% 2020 Notes"), 7.75% Senior Notes due 2019
(the "2019 Senior Notes") and 9.50% Senior Notes due 2020 (the
"2020 Senior Notes", and together with the Toggle Notes, the
Convertible Notes, the 10% 2020 Notes and the 2019 Senior Notes,
the "Notes").
The total consideration to be
received by holders whose Notes are validly tendered, not validly
withdrawn and accepted for purchase is set forth below:
CUSIP Nos. |
Outstanding Principal Amount |
Title of Security |
Tender Offer Consideration
Per $1,000 Principal Amount (1)(2) |
Early Participation Premium
Per $1,000 Principal Amount |
Total Consideration
Per $1,000 Principal Amount(1)(2) |
Last Interest Payment Date (2) |
205768 AP9 |
$697,195,000 |
Senior Secured Toggle Notes due 2020 |
$1,000 |
$50 |
$1,050 |
March 15, 2018 |
205768 AM6 |
$295,464,697 |
7.75% Convertible Secured PIK Notes due 2019 |
$1,000 |
__ |
$1,000 |
April 1, 2018 |
205768 AN4 |
$195,947,491 |
9.50% Convertible Secured PIK Notes due 2020 |
$1,000 |
__ |
$1,000 |
June 15, 2018 |
205768 AK0 and U2038J AC1 |
$2,805,000 |
10% Senior Secured Notes due 2020 |
$1,000 |
$50 |
$1,050 |
March 15, 2018 |
205768 AH7 |
$17,959,000 |
7.75% Senior Notes due 2019 |
$1,000 |
__ |
$1,000 |
April 1, 2018 |
205768 AJ3 |
$4,860,000 |
9.50% Senior Notes due 2020 |
$1,000 |
__ |
$1,000 |
June 15, 2018 |
(1) No separate consent payment or fee is being paid to holders of
Notes in the Consent Solicitation (as defined below).
(2) In addition to the applicable Tender Offer Consideration or
Total Consideration, as applicable, holders of Notes will receive
an amount in cash equal to accrued and unpaid interest from the
last interest payment date on their Notes up to, but excluding, the
Settlement Date (as defined below)..
In conjunction with the Tender
Offer, the Company is soliciting consents ("Consents") from holders
of the Notes to certain proposed amendments (the "Proposed
Amendments") to the respective indentures (collectively, the
"Indentures") governing the Notes (the "Consent Solicitation"). The
Proposed Amendments to the respective indentures that govern the
Toggle Notes and Convertible Notes would amend the respective
redemption provisions, release the liens on the collateral securing
the Toggle Notes and the Convertible Notes (the "Collateral
Release") and eliminate most of the covenants and certain of the
default provisions applicable to such Notes. The Proposed
Amendments to the respective indentures that govern the 10% 2020
Notes, the 2019 Senior Notes and the 2020 Senior Notes would amend
the respective redemption provisions.
Adoption of the Proposed
Amendments (other than the Collateral Release) requires the consent
of the holders of at least a majority of the outstanding principal
amount of each series of Notes (excluding any Notes held by
affiliates). Adoption of the Proposed Amendments with respect to
the Collateral Release requires the consent of the holders of at
least two-thirds of the outstanding principal amount of each
applicable series of Notes (excluding any Notes held by
affiliates).
Each holder who validly tenders
and does not validly withdraw its Notes and validly delivers and
does not validly revoke its corresponding Consents prior to 11:59
p.m., New York City time, on August 10, 2018 (as may be extended or
earlier terminated, the "Expiration Date") will receive, if such
Notes are accepted for purchase pursuant to the Tender Offer, the
tender offer consideration per $1,000 principal amount as described
in the above table. Holders must validly tender their Toggle Notes
or 10% 2020 Notes prior to 5:00 p.m., New York City Time, on July
27, 2018 (as may be extended or earlier terminated, the "Early
Participation Time") to also be eligible to receive the applicable
early participation premium, as described in the table above, in
addition to the tender offer consideration. In addition, holders
will receive an amount in cash equal to accrued and unpaid interest
from the last interest payment date on their Notes up to, but
excluding, the Settlement Date for all of their Notes validly
tendered, not validly withdrawn and accepted for purchase.
Withdrawal rights with respect to
the Tender Offers for the Convertible Notes will expire at 11:59
p.m., New York City time, on August 10, 2018. Withdrawal
rights with respect to the Tender Offer for the Toggle Notes, the
10% 2020 Notes, the 2019 Senior Notes and the 2020 Senior Notes
will expire at 5:00 p.m., New York City Time, on July 27,
2018. The settlement date with respect to the Tender Offer
(the "Settlement Date") is expected to occur promptly after the
Expiration Date once the remaining conditions to the Tender Offer
have been satisfied or waived.
The completion of the Tender Offer
and the related Consent Solicitation is conditioned upon the
satisfaction or waiver by the Company of the closing of each of the
following transactions: (i) 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, to
Comstock pursuant to the Contribution Agreement entered into on May
9, 2018 (the "Contribution Agreement") between Comstock and such
entities; (ii) the Company's entry into a new senior secured
revolving credit facility; and (iii) the Company's issuance of
approximately $850 million in aggregate principal amount of new
senior unsecured notes.
The Company also announced today
that it has amended the indentures governing the Convertible Notes
such that the 15 consecutive trading day VWAP requirement under the
mandatory conversion provision contained in each such indenture
will not commence prior to the earlier of (i) October 12, 2018 or
(ii) the termination of the Contribution Agreement.
This announcement shall not
constitute an offer to purchase or a solicitation of an offer to
sell any securities. The complete terms and conditions of the
Tender Offer and the related Consent Solicitation are set forth in
each of the Offer to Purchase and Consent Solicitation Statement,
dated July 13, 2018, and the related Consent and Letter of
Transmittal (the "Tender Offer Documents") that are being sent to
holders of the Notes. The Tender Offer and the related Consent
Solicitation are being made only through, and subject to the terms
and conditions set forth in, the applicable Tender Offer Documents
and related materials.
Comstock has retained BofA Merrill
Lynch to act as Dealer Manager and Solicitation Agent for the
Tender Offer and Consent Solicitation. D.F. King & Co., Inc.
has been retained to serve as the Depositary and Information Agent
for the Tender Offer and Consent Solicitation. Questions regarding
the Tender Offer and the related consent solicitation may be
directed to BofA Merrill Lynch at (888) 292-0070 (toll-free) or at
(980) 388-4813 (collect). Requests for the Tender Offer Documents
may be directed to D.F. King & Co., by phone at (866) 521-4192
(toll-free) or (212) 269-5550 (collect) or by email at
crk@dfking.com.
None of Comstock, its board of
directors, the trustee and the collateral agent for the Notes, the
Depositary and Information Agent, the Dealer Managers and the
Solicitation Agents or any of their respective affiliates makes any
recommendation as to whether holders should tender, or refrain from
tendering, all or any portion of the principal amount of their
Notes pursuant to the Tender Offer.
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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