(Mark One) | ||||||||||||||||||||||||||
ANNUAL REPORT PURSUANT TO SECTION 13 OR | ||||||||||||||||||||||||||
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||||||||||
For the fiscal year ended | ||||||||||||||||||||||||||
OR | ||||||||||||||||||||||||||
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF | ||||||||||||||||||||||||||
THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||||||||||
For the transition period from to |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Large accelerated filer | ☐ | | Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||||||||||||||||||||
Emerging growth company |
Exhibit No. | Description | ||||||||||
2.1 | Contribution Agreement dated May 9, 2018, by and among Arkoma Drilling, L.P., Williston Drilling, L.P. and the Company (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K/A dated May 9, 2018). | ||||||||||
2.2 | Amendment No. 1 to the Contribution Agreement, dated as of August 14, 2018, by and among Arkoma Drilling, L.P., Williston Drilling, L.P. and the Company (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated August 13, 2018). | ||||||||||
2.3 | Agreement and Plan of Merger, dated June 7, 2019, by and among the Company, Covey Park Energy LLC, New Covey Park Energy LLC and Covey Park Energy Holdings LLC (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K dated June 7, 2019). | ||||||||||
2.4 | First Amendment to Agreement and Plan of Merger dated as of July 15, 2019 by and among the Company, New Covey Park Energy LLC, Covey Park Energy LLC and Covey Park Energy Holdings LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated July 15, 2019). | ||||||||||
3.1 | Second Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated August 13, 2018). | ||||||||||
3.2 | Amendment to Second Amended and Restated Articles of Incorporation of the Company, dated July 16, 2019 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated July 15, 2019). | ||||||||||
3.3 | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated August 21, 2014). | ||||||||||
3.4 | First Amendment to Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated August 17, 2018). | ||||||||||
3.5 | Amendment No. 2 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K dated July 15, 2019). | ||||||||||
4.1 | Indenture, dated as of August 3, 2018, by and between Comstock Escrow Corporation, as issuer, and American Stock Transfer & Trust Company LLC, as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated August 3, 2018). | ||||||||||
4.2 | First Supplemental Indenture dated August 14, 2018 among the Company, the Guarantors and American Stock Transfer & Trust Company, LLC, as Trustee (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated August 13, 2018). | ||||||||||
4.3 | Supplemental Indenture dated July 16, 2019 among the Company and Wells Fargo Bank, National Association for the 7½% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 15, 2019). | ||||||||||
4.4 | Supplemental Indenture dated July 16, 2019 among the Company, the Guaranteeing Subsidiaries and Wells Fargo Bank, National Association for the 7½% Senior Notes due 2025 (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated July 15, 2019). | ||||||||||
4.5 | Supplemental Indenture dated July 16, 2019 among the Company, the Guarantors and American Stock Transfer & Trust Company, LLC for the 9¾% Senior Notes due 2026 (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated July 15, 2019). | ||||||||||
4.6 | Certificate of Designations of Series A Redeemable Convertible Preferred Stock and Series B Redeemable Convertible Preferred Stock (incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated July 15, 2019). | ||||||||||
4.7 | Indenture dated May 3, 2017 between Covey Park Energy LLC, Covey Park Finance Corp. and Wells Fargo Bank National Association, as Trustee, for the 7½% Senior Notes due 2025 (incorporated by reference to Exhibit 4.7 to our Quarterly Report on Form 10-Q dated August 9, 2019). | ||||||||||
4.8 | Instrument of Resignation, Appointment and Acceptance dated as of July 16, 2019 among the Company, the Subsidiary Guarantors named therein, Wells Fargo Bank, N.A. and American Stock Transfer & Trust Company LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated July 15, 2019). | ||||||||||
4.9 | Shareholders Agreement, dated June 7, 2019, by and among the Company, Arkoma Drilling CP, LLC, Williston Drilling CP, LLC, Arkoma Drilling, L.P., Williston Drilling, L.P., New Covey Park Energy LLC and Jerral W. Jones (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated June 10, 2019). | ||||||||||
4.1 | Description of Securities. | ||||||||||
10.1 | Amended and Restated Credit Agreement dated as of July 16, 2019, among the Company, Bank of Montreal as Administrative Agent and the lenders party thereto from time to time. (incorporated by reference to Exhibit 10.2 to our Current Report on From 8-K dated July 15, 2019). | ||||||||||
10.2 | Borrowing Base Redetermination Agreement and First Amendment to the Amended and Restated Credit Agreement, dated as of November 26, 2019, by and among the Company, Bank of Montreal as Administrative Agent and the lenders party thereto from time to time. |
10.3 | Amended and Restated Registration Rights Agreement, dated June 7, 2019, by and among the Company, Arkoma Drilling, L.P., Williston Drilling, L.P., Arkoma Drilling CP, LLC, Williston Drilling CP, LLC, New Covey Park Energy LLC and Jerral W. Jones (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated June 7, 2019). | ||||||||||
10.4 | Amendment No. 1 to the Amended and Restated Registration Rights Agreement, dated December 17, 2019, by and among the Company, Arkoma Drilling, L.P., Williston Drilling, L.P. and New Covey Park Energy LLC. | ||||||||||
10.5 | Comstock Resources, Inc. 2019 Long-term Incentive Plan Effective as of May 31, 2019 (incorporated by reference to Exhibit 99 to our Registration Statement on Form S-8 dated June 4, 2019). | ||||||||||
10.6 | Employment Agreement dated September 7, 2018 by and between the Company and M. Jay Allison (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated September 7, 2018). | ||||||||||
10.7 | Employment Agreement dated September 7, 2018 by and between the Company and Roland O. Burns (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated September 7, 2018). | ||||||||||
10.8 | Employment Agreement dated June 22, 2013 by and between the Company (as successor in interest to Covey Park) and David Terry. | ||||||||||
10.9 | Employment Agreement dated April 18, 2019 by and between the Company (as successor in interest to Covey Park) and Mark Wilson. | ||||||||||
10.1 | Lease between Stonebriar I Office Partners, Ltd., and Comstock Resources, Inc. dated May 6, 2004 (incorporated by reference to Exhibit 10.24 to our Annual Report on Form 10-K for the year ended December 31, 2004). | ||||||||||
10.11 | First Amendment to the Lease Agreement dated August 25, 2005, between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K for the year ended December 31, 2005). | ||||||||||
10.12 | Second Amendment to the Lease Agreement dated October 15, 2007 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K for the year ended December 31, 2008). | ||||||||||
10.13 | Third Amendment to the Lease Agreement dated September 30, 2008 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K for the year ended December 31, 2008). | ||||||||||
10.14 | Fourth Amendment to the Lease Agreement dated May 8, 2009 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). | ||||||||||
10.15 | Fifth Amendment to the Lease Agreement dated June 15, 2011 between Stonebriar I Office Partners, Ltd. and Comstock Resources, Inc. (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2011). | ||||||||||
21 | Subsidiaries of the Company. | ||||||||||
23.1 | Consent of Ernst & Young LLP. | ||||||||||
23.2 | Amended Consent of Independent Petroleum Engineers Lee Keeling and Associates, Inc. | ||||||||||
23.3 | Consent of Independent Petroleum Engineers Netherland, Sewell & Associates, Inc. | ||||||||||
31.1 | |||||||||||
31.2 | |||||||||||
32.1 | |||||||||||
32.2 | |||||||||||
99.1* | |||||||||||
99.2 | Report of Netherland, Sewell & Associates, Inc. on Proved Reserves as of December 31, 2019. | ||||||||||
101.INS | XBRL Instance Document | ||||||||||
101.SCH | XBRL Schema Document | ||||||||||
101.CAL | XBRL Calculation Linkbase Document | ||||||||||
101.LAB | XBRL Labels Linkbase Document | ||||||||||
101.PRE | XBRL Presentation Linkbase Document | ||||||||||
101.DEF | XBRL Definition Linkbase Document | ||||||||||
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | Filed with this amendment. |
COMSTOCK RESOURCES, INC. | ||||||||||||||
By: | /s/ M. JAY ALLISON | |||||||||||||
M. Jay Allison Chief Executive Officer | ||||||||||||||
Date: November 12, 2020 | (Principal Executive Officer) |
/s/ M. JAY ALLISON | Chief Executive Officer and | November 12, 2020 | |||||||||||||||
M. Jay Allison | Chairman of the Board of Directors (Principal Executive Officer) | ||||||||||||||||
/s/ ROLAND O. BURNS | President, Chief Financial Officer, | November 12, 2020 | |||||||||||||||
Roland O. Burns | Secretary and Director (Principal Financial and Accounting Officer) | ||||||||||||||||
/s/ ELIZABETH B. DAVIS | Director | November 12, 2020 | |||||||||||||||
Elizabeth B. Davis | |||||||||||||||||
/s/ MORRIS E. FOSTER | Director | November 12, 2020 | |||||||||||||||
Morris E. Foster | |||||||||||||||||
/s/ JIM L. TURNER | Director | November 12, 2020 | |||||||||||||||
Jim L. Turner |