Comstock Resources Files 8-K: Material Agreement & Equity Sales
Ticker: CRK · Form: 8-K · Filed: Mar 21, 2024 · CIK: 23194
Sentiment: neutral
Topics: material-agreement, equity-sale, 8-K
Related Tickers: CRK
TL;DR
Comstock Resources (CRK) filed an 8-K detailing a new material agreement and equity sales. Watch for updates.
AI Summary
On March 20, 2024, Comstock Resources, Inc. entered into a material definitive agreement related to its business. The company also reported on unregistered sales of equity securities and other events. This filing includes financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to deal terms and share dilution.
Key Players & Entities
- COMSTOCK RESOURCES INC (company) — Registrant
- March 20, 2024 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of Incorporation
- Frisco, Texas (location) — Principal Executive Offices
FAQ
What is the nature of the material definitive agreement entered into by Comstock Resources?
The filing indicates the entry into a material definitive agreement but does not specify its nature in the provided text.
What was the date of the earliest event reported in this 8-K filing?
The earliest event reported was on March 20, 2024.
Under which state is Comstock Resources, Inc. incorporated?
Comstock Resources, Inc. is incorporated in Nevada.
What are the principal executive offices of Comstock Resources, Inc.?
The principal executive offices are located at 5300 Town and Country Blvd., Suite 500, Frisco, Texas.
What other types of events are reported in this 8-K filing besides the material agreement?
The filing also reports on unregistered sales of equity securities and other events.
Filing Stats: 788 words · 3 min read · ~3 pages · Grade level 10 · Accepted 2024-03-20 20:26:42
Key Financial Figures
- $0.50 — ch registered Common Stock, par value $0.50 (per share) CRK New York Stock Exch
- $100.5 million — or total consideration of approximately $100.5 million and at per share price of $8.036 (the "
- $8.036 — 100.5 million and at per share price of $8.036 (the "Transaction"). The Subscription
Filing Documents
- crk-20240320.htm (8-K) — 42KB
- crk-ex10_1.htm (EX-10.1) — 150KB
- crk-ex99_1.htm (EX-99.1) — 12KB
- img15376905_0.jpg (GRAPHIC) — 12KB
- 0000950170-24-034376.txt ( ) — 360KB
- crk-20240320.xsd (EX-101.SCH) — 24KB
- crk-20240320_htm.xml (XML) — 5KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On March 20, 2024, Comstock Resources, Inc. (the "Company") entered into a subscription agreement (the "Subscription Agreement") with each of Arkoma Drilling L.P., a Texas limited partnership ("Arkoma") and Williston Drilling L.P., a Texas limited partnership ("Williston" and, together with Arkoma, the "Jones Purchasers"), pursuant to which the Jones Purchasers shall purchase, and the Company shall issue and sell to the Jones Purchasers, in the aggregate, 12,500,000 shares of common stock, $0.50 par value per share of the Company (the "Common Stock") for total consideration of approximately $100.5 million and at per share price of $8.036 (the "Transaction"). The Subscription Agreement contains customary representations, warranties and covenants by the parties thereto. None of the representations and warranties of the parties included in the Subscription Agreement survive the closing of the Transaction. The closing of the Transaction contemplated under the Subscription Agreement is subject to customary closing conditions including that all representations and warranties are true and correct in all material respects at closing, each party has performed all pre-closing covenants and the execution and delivery of an amended and restated registration rights agreement. The foregoing description of the Subscription Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Subscription Agreement, a copy of which is being filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. The description of the Transaction described in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Common Stock to be issued pursuant to the Subscription Agreement will be issued in reliance on an exemption from the registration requirements of the Securities Act by virtue of Section 4(a)(2) and/or other exemptions thereunder, as promulgated by the SEC under the Securities Act.
01 Other Events
Item 8.01 Other Events. On March 20, 2024, the Company issued a press release announcing the Subscription Agreement and the transactions contemplated therein. A copy of such press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 10.1 Subscription Agreement, dated March 20, 2024, by and among the Company, Arkoma Drilling L.P. and Williston Drilling L.P. 99.1 Press Release, dated March 20, 2024. * The schedules and exhibits to the merger agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
SIGNATURES
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. COMSTOCK RESOURCES, INC. Date: March 20, 2024 By: /s/ Roland O. Burns Roland O. Burns President and Chief Financial Officer