Report
Comstock Resources Inc
STE 500, 5300 TOWN AND COUNTRY BLVD
Phone: (972) 668-8800p:972 668-8800 FRISCO, TX  75034  United States Ticker: CRKCRK


Comstock Resources Announces Early Tender Results and Upsize of Previously Announced Cash Tender Offers


FRISCO, Texas, March 4 -- Comstock Resources, Inc. issued the following news release:

Comstock Resources, Inc. ("Comstock" or the "Company") (NYSE: CRK) announced today the early results of Comstock's previously announced cash tender offers (the "Tender Offers") to purchase up to $1.0 billion aggregate purchase price (as such amount may be increased or decreased by the Company) (the "Aggregate Maximum Tender Amount") of its outstanding 7.50% senior notes due 2025 (the "2025 Notes") and 9.75% senior notes due 2026 (the "2026 Notes" and together with the 2025 Notes, the "Notes") in the priorities set forth in the table below.

The Company has amended the Aggregate Maximum Tender Amount to increase the ‎aggregate purchase price of Notes subject to the Tender Offers from $1.0 billion to $1.25 ‎billion, and to increase the aggregate maximum principal amount of 2026 Notes to be accepted (the "2026 Combined Cap") from $550.0 million to $780.0 million.

Except with the respect to the increases in the Aggregate Maximum Tender Amount and the 2026 Combined Cap, no other terms of the Tender Offers set forth in the Offer to Purchase dated February 18, 2021 (as amended and supplemented to date, the "Offer to Purchase") have changed. The Tender Offers are subject to the satisfaction of the conditions described in the Offer to Purchase. Such conditions may be waived by the Company in its sole discretion, subject to applicable law. Any waiver of a condition by the Company will not constitute a waiver of any other condition.

Based on information provided by D.F. King & Co., Inc., the information agent for the Tender Offers, approximately $1.9 billion aggregate principal amount of Notes were validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on March 3, 2021 (the "Early Tender Date").  The following table sets forth the approximate aggregate principal amounts of each series of Notes that were validly tendered (and not validly withdrawn) as of the Early Tender Date and the principal amounts that, subject to satisfaction of the conditions to the Tender Offers described below, are expected to be accepted for purchase pursuant to the Tender Offers on or about March 4, 2021 (the "Early Settlement Date"):

Disclaimer: The table has been omitted (The document can be viewed at https://investors.comstockresources.com/news-releases/news-release-details/comstock-resources-inc-announces-early-tender-results-and-upsize)

Holders of Notes that have been accepted for purchase in connection with the Early Tender Date will receive the applicable Total Consideration set forth in the table above, which includes an early tender premium of $30 per $1,000 principal amount of the Notes accepted for purchase (the "Early Tender Premium"). The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, tendered Notes may no longer be withdrawn or revoked, except in certain limited circumstances where additional withdrawal or revocation rights are required by law.

Because the purchase price for the Notes tendered prior to the Early Tender Date exceeds the Aggregate Maximum Tender Amount, the Company does not expect to accept for purchase any tenders of Notes after the Early Tender Date.

The dealer managers for the Tender Offers are BofA Securities and Wells Fargo Securities. Any questions regarding the terms of the Tender Offers should be directed to BofA Securities at (980) 388-3646 ‎ (all call) or debt_advisory@bofa.com or Wells Fargo Securities at (866) 309-6316 (toll-free) or (704) 410-4756 (collect). The information agent and tender agent is D.F. King & Co., Inc. Any questions regarding procedures for tendering Notes or requests for copies of the Offer to Purchase or other documents relating to the Tender Offers should be directed to the information agent for the Tender Offers, D.F. King & Co., Inc. at (800) 284-7175 (toll-free), (212) 269-5550 (all others) or crk@dfking.com.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The offer is being made solely pursuant to the terms and conditions set forth in the Offer to Purchase.

None of Comstock, its board of directors, the trustee for the Notes, the information agent, the dealer managers 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.

About Comstock Resources

Comstock Resources is a leading independent natural gas producer with operations focused on the development of the Haynesville shale in North Louisiana and East Texas. The Company's stock is traded on the New York Stock Exchange under the symbol CRK.

Source: Comstock Resources, Inc.


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