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Subsequent Events
6 Months Ended
Jun. 30, 2019
Subsequent Events [Abstract]  
Subsequent Events

(6) SUBSEQUENT EVENTS –

 

On July 16, 2019 the Company closed the acquisition of Covey Park Energy LLC ("Covey Park") in a cash and stock transaction structured as a merger (the "Merger") valued at approximately $2.2 billion.  As part of this transaction, affiliates controlled by Jerry Jones, the Company's majority stockholder, invested $475.0 million in the Company in exchange for 50,000,000 newly issued shares of common stock valued at $6.00 per share and $175.0 million of newly issued shares of convertible preferred stock of Comstock. Comstock also assumed Covey Park's existing $625.0 million 7½% senior notes, retired $380.0 million outstanding under Covey Park's bank credit facility and redeemed all outstanding previously issued Covey Park preferred equity for $153.4 million.  Covey Park's equity owners received $700.0 million in cash, $210.0 million of newly issued convertible preferred stock and 28,833,000 newly issued shares of common stock. Interest on the senior notes assumed from Covey Park is payable on May 15 and November 15 at an annual rate of 7½% and these notes mature on May 15, 2025.

In connection with the Merger, the Company amended its Second Amended and Restated Articles of Incorporation to increase its authorized capital stock to 405,000,000 shares, of which 400,000,000 shares are common stock, $0.50 par value per share, and 5,000,000 are preferred stock, ten dollars ($10.00) par value per share.  This amendment was approved by a majority of the outstanding shares of the Company.

Concurrent with the closing of the Merger, the Company also entered into a new five year revolving credit facility that matures on July 16, 2024.  The credit facility is subject to a borrowing base, which is initially $1,575.0 million and shall be re-determined on a semi-annual basis and upon the occurrence of certain other events. The Company elected to set the committed borrowing base at $1,500.0 million, of which $1,240.0 million was utilized at closing.   Indebtedness under the credit facility is secured by substantially all of the assets of the Company and its subsidiaries. Borrowings under the credit facility bear interest at the Company’s option, at either LIBOR plus 1.75% to 2.75% or a base rate plus 0.75% to 1.75%, in each case depending on the utilization of the borrowing base. The Company will also pay a commitment fee of 0.375% to 0.5% on the unused borrowing base.

Holders of the newly issued convertible preferred stock are entitled to receive quarterly dividends at a rate of 10% per annum, which are paid in arrears. The conversion price of the preferred stock is $4.00 per share of common stock, subject to adjustment pursuant to customary anti-dilution provisions. At any time after July 16, 2020, each holder may convert any or all shares of preferred stock into shares of common stock at the then prevailing conversion rate. Holders may receive cash in lieu of fractional shares.  The Company has the right to redeem the preferred stock at any time at face value plus accrued dividends.