As filed with the Securities and Exchange Commission on August 17, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMSTOCK RESOURCES, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 1311 | 94-1667468 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
(972) 668-8800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
M. Jay Allison
Chairman of the Board of Directors and Chief Executive Officer
Comstock Resources, Inc.
5300 Town and Country Blvd., Suite 500
Frisco, Texas 75034
(972) 668-8800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jack E. Jacobsen
Locke Lord LLP
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201
(214) 740-8000
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-238113
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” , “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||||||
| Non-Accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||
| Emerging growth company | ☐ | |||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||
Debt Securities | $50,000,000 (1) | $6,490.00 (3) | ||
Guarantees of Debt Securities | (2) | (2) | ||
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| (1) | Comstock Resources, Inc. (the “Registrant”) previously registered certain securities with a maximum aggregate offering price $750,000,000 on a Registration Statement on Form S-3 (File No. 333-238113) which was filed by Registrant on May 8, 2020, as amended May 22, 2020 and declared effective by the Securities and Exchange Commission on June 1, 2020 (the “Related Registration Statement”). In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) an additional amount of securities having a proposed maximum aggregate offering price representing no more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold under the Related Registration Statement is being registered under this Registration Statement. In no event will the maximum aggregate offering of all securities issued pursuant to this Registration Statement and the Related Registration Statement exceed $800,000,000. |
| (2) | Includes certain subsidiaries of identified in the “Table of Additional Subsidiary Guarantor Registrants”, which may be guarantors of some or all of the debt securities registered hereunder and, as such, have been listed as co-registrants for the purpose of providing guarantees, if any. Pursuant to Rule 457(n) under the Securities Act, no registration fee is payable with respect to any such guarantees. |
| (3) | Calculated pursuant to Rule 457(o) under the Securities Act. Represents the registration fee only for the additional amount of debt securities being registered hereby. The Registrant previously registered securities pursuant to the Related Registration Statement for which a registration fee of $26,819.93 was paid. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
TABLE OF ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS
Exact Name of Additional Registrant as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | ||
Comstock Oil & Gas, LLC | Nevada | 75-2272352 | ||
Comstock Oil & Gas-Louisiana, LLC | Nevada | 28-0012430 | ||
Explanatory Note and Incorporation By Reference
The Registrant is filing this Registration Statement on Form S-3 with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) and General Instruction IV of Form S-3 both as promulgated under the Securities Act of 1933, as amended. This Registration Statement on Form S-3 relates to the public offering of securities contemplated by the Registration Statement on Form S-3 (File No. 333-238113) filed with the Commission on May 8, 2020, as amended by the Pre-Effective Amendment No. 1 filed on May 22, 2020, and declared effective by the Commission on June 1, 2020 (the “Related Registration Statement”). This Registration Statement on Form S-3 is being filed for the purpose of registering an additional amount of securities equal to 20% of the remaining $250,000,000 of securities eligible to be sold under the Related Registration Statement, or $50,000,000 of additional securities. The Registrant hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Related Registration Statement, including each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.
| * | Filed herewith |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Frisco, State of Texas, on August 17, 2020.
| COMSTOCK RESOURCES, INC. | ||
| By: | /s/ M. JAY ALLISON | |
M. Jay Allison Chief Executive Officer (Principal Executive Officer) | ||
Signature | Title | Date | ||
/s/ M. JAY ALLISON M. Jay Allison | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | August 17, 2020 | ||
/s/ ROLAND O. BURNS Roland O. Burns | President, Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer) | August 17, 2020 | ||
* Elizabeth B. Davis | Director | August 17, 2020 | ||
* Morris E. Foster | Director | August 17, 2020 | ||
* John D. Jacobi | Director | August 17, 2020 | ||
* Jordan T. Marye | Director | August 17, 2020 | ||
* Jim L. Turner | Director | August 17, 2020 | ||
| *By: | /s/ ROLAND O. BURNS Roland O. Burns, attorney-in-fact |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Frisco, State of Texas, on August 17, 2020.
| COMSTOCK OIL & GAS, LLC | ||
| By: | /s/ M. JAY ALLISON | |
M. Jay Allison Chief Executive Officer (Principal Executive Officer) | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Frisco, State of Texas, on August 17, 2020.
| COMSTOCK OIL & GAS – LOUISIANA, LLC | ||
| By: | /s/ M. JAY ALLISON | |
M. Jay Allison Chief Executive Officer (Principal Executive Officer) | ||
