COMSTOCK RESOURCES, INC. (NYSE:CRK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
COMSTOCK RESOURCES, INC. (NYSE:CRK) Files An 8-K Entry into a Material Definitive Agreement
Amended and Restated Registration Rights Agreement
In connection with the transactions contemplated by the Merger Agreement, the Company, Arkoma Drilling, L.P. and Williston Drilling, L.P. will amend and restate the Registration Rights Agreement dated August 3, 2018 that was entered among the parties by entering into the Amended and Restated Registration Rights Agreement (the “A&R Registration Agreement”). The A&R Registration Agreement will add the Jones Purchasers and New Covey Park Energy LLC as parties thereto and provide the Holders with customary registration rights. The A&R Registration Agreement will, among other things, require the Company to file, not later than 45 days after closing, a shelf registration statement under the Securities Act to permit the public resale of all of the Registrable Securities held by the Holders from time to time as permitted by Rule 415 under the Securities Act. In certain circumstances, and subject to certain qualifications and limitations, holders of Registerable Securities will have piggyback registration rights on offerings of Common Stock by the Company as well as the right to request that the Company initiate an Underwritten Offering (as defined in the A&R Registration Agreement) when they reasonably expect certain gross proceeds from any such Underwritten Offering. The foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the A&R Registration Rights Agreement, a copy of which is attached hereto as Exhibit 10.3 and is incorporated into this Item 1.01 by reference.
The description of the Merger and the Stock Sale described in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Preferred Stock Consideration to be issued to the Merger 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.
The Common Stock and Series B Preferred Stock to be issued 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.
On June 7, 2019, Arkoma Drilling, L.P. (“Arkoma LP”) and Williston Drilling, L.P. (“Williston LP” and together with Arkoma LP, the “Principal Stockholders”), delivered to the corporate secretary of the Company an irrevocable written consent adopting and approving the Merger Agreement and the Amendment to the Company’s Second Amended and Restated Articles of Incorporation to increase the authorized shares of: (a) capital stock of the Company from 160,000,000 shares to 405,000,000 shares; and (b) Common Stock from 155,000,000 shares to 400,000,000 shares. The Principal Stockholders also waived any preemptive rights relating to the Stock Issuance and the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock and Series B Preferred Stock. As of June 7, 2019, the Principal Stockholders held shares of Common Stock representing approximately 83.56% of the voting power of all outstanding shares of Common Stock. Accordingly, the adoption of the Merger Agreement by the Company’s stockholders was effected in accordance with the Nevada Revised Statues on June 7, 2019. No further approval of the stockholders of the Company is required to adopt the Merger Agreement or the Merger.
On June 10, 2019, the Company issued a press release announcing the Merger Agreement and the transactions contemplated therein as well as other matters relating to the transactions. A copy of such press release is attached hereto as Exhibit 99.1.
* The schedules and exhibits to the merger agreement have been omitted 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.
COMSTOCK RESOURCES INC Exhibit
EX-2 2 crk-ex21_134.htm EX-2.1 crk-ex21_134.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER AMONG COMSTOCK RESOURCES,…
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About COMSTOCK RESOURCES, INC. (NYSE:CRK)
Comstock Resources, Inc. is an energy company engaged in the acquisition, exploration, development and production of oil and natural gas in the United States. The Company operates in the segment of exploration and production of oil and natural gas. The Company’s oil and gas operations are concentrated in Texas and Louisiana. Its operations are focused in two operating areas: East Texas/North Louisiana and South Texas. The Company’s properties in the East Texas/North Louisiana region include approximately 80,660 acres in the Haynesville or Bossier shale formations. The Company’s Eagleville field includes approximately 30,220 acres located in the oil window of the Eagle Ford shale in South Texas. The Company owns interests in over 1,575 producing oil and natural gas wells, and operates over 950 of these wells. The Company owns interests in over 20 wells in the Rosita field, located in Duval County, Texas.
