crk-8k_20200814.htm

STATE OF Nevada

001-03262

‎94-1667468‎

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.50 (per share)	CRK	New York Stock Exchange

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).

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. ☐

On August 14, 2020, Comstock Resources, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., as representative of the underwriters named therein (the "Underwriters") to issue and sell $300.0 million aggregate principal amount of its 9.75% senior unsecured notes due 2026 (the "Notes") in a public offering (the "Offering") pursuant to a shelf registration statement on Form S-3, as amended (File No. 333-238113), declared effective as of June 1, 2020 (the "Registration Statement"), the accompanying base prospectus dated June 1, 2020 and the related prospectus supplement to be filed with the Securities and Exchange Commission (the "SEC"). The size of the offering was increased from the previously announced $200 million to $300 million.

The Notes are a further issuance of the 9.75% senior unsecured notes due 2026, of which $500 million aggregate principal amount was issued on June 23, 2020 (the "Existing Notes"). The Notes will be treated as a single series with the Existing Notes under the indenture governing the Existing Notes and will have the same terms as the Existing Notes (other than the initial offering price and the issue date). The Notes will have the same CUSIP number and will trade interchangeably with the Existing Notes. The Company expects the Notes and the Existing Notes to be fungible for U.S. federal income tax purposes.

Pursuant to the Underwriting Agreement, the Notes were priced at 100.5% of par. The Company estimates that the net proceeds from the Offering will be approximately $296.0 million, after deducting underwriting discounts and commissions and estimated offering expenses, which amount will be used to repay borrowings outstanding under the Company’s bank credit facility. The Underwriting Agreement contains customary representations, warranties and covenants by the Company, and provides certain indemnification rights and obligations of the parties. The Offering is expected to close on August 19, 2020, subject to customary closing and market conditions.

At closing, the Notes will be issued pursuant to the indenture, dated as of June 23, 2020, as supplemented by the first supplemental indenture, dated as of June 23, 2020, by and among the Company, American Transfer & Trust Company, LLC, as trustee, and the subsidiary guarantors named therein.

The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On August 14, 2020, the Company, issued a press release announcing the pricing of the Notes. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		COMSTOCK RESOURCES, INC.


Dated: August 17, 2020	By:	/s/ ROLAND O. BURNS
		Roland O. Burns
		President and Chief Financial Officer


Exhibit No.	Description
1.1	Underwriting Agreement, dated August 14, 2020, among the Company and BofA Securities, Inc.
99.1	Pricing Press Release dated August 14, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)