Each one in plain English, with the numbers worked through for a shareholder.
31 Aug 2016debt financing▼ BadMajor
Amendment No. 2 restated the full exchange-offer prospectus two days before the 2 September 2016 expiry. It covered all three swaps and warned in capitals that holders who declined could find their old notes worthless in a bankruptcy, because they would rank behind all the new notes.
Comstock swapped in a new trustee (American Stock Transfer, replacing BNY Mellon) across its note indentures ahead of closing its debt-for-equity exchange.
Amendment No. 1 states its own purpose: to update the fee table, the exhibit index and the exhibits, without touching the prospectus, which is not included. What the fee table shows is the offer getting bigger -- $16.9 million more of senior secured toggle notes, taking them to $791.9 million, and 875,500 extra warrants struck at $4.05 on top of the original 1,050,000 at $3.60, alongside $352.1 million of 7.75% convertible secured payment-in-kind notes due 2019 and $249.5 million of 9.5% convertible secured notes due 2020. The prices are stated after the one-for-five reverse split that took effect on 29 July 2016.
Comstock filed an August 2016 investor presentation on its exchange offer: unsecured noteholders would swap par for par into second-lien PIK notes convertible into 73.5% of pro forma stock. Conditions included 95% minimum participation and closing by September 15, to fund a restart of a two-rig drilling program.
Facing insufficient 2017 cash flow to cover debt payments after idling its drilling rigs, Comstock proposed a debt-for-equity exchange offer: unsecured noteholders would convert into new second-lien convertible notes worth up to about 73.5% of the pro forma stock, funding a restart of drilling.
On June 23, 2016, Comstock exchanged $3.0 million of its 9½% Senior Notes due 2020 with one holder for 1.5 million common shares plus the accrued but unpaid interest on those notes.
Alongside Q1 2016 results, Comstock disclosed four note-for-stock exchanges between April 13 and May 3: about $22.4 million of 7¾% 2019 notes and $2.5 million of 9½% 2020 notes. They were swapped for roughly 4.5 million and 0.5 million shares, plus shares for accrued interest on the 2020 notes.
Comstock completed another privately negotiated exchange on April 4, 2016, swapping $14.3 million of its 7¾% Senior Notes due 2019 for 2.6 million common shares plus accrued but unpaid interest.
The NYSE warned Comstock it had fallen below continued-listing standards (stock price, market cap and stockholders' equity all too low) as the 2015-16 gas price crash hit the stock -- the company must submit a compliance plan.
Comstock exchanged $40.0 million of its 7¾% senior notes due 2019 with holder Oasis Management for 4,614,655 common shares plus about $1.1 million cash for accrued interest. The exchange closed February 2, 2016.
Comstock closed the $700 million sale of 10% senior secured notes due 2020, completing the refinancing announced days earlier and replacing its old bank facility.
Comstock lined up a major refinancing: a $700 million private offering of 10% senior secured notes due 2020 plus a new $50 million revolving credit facility, with proceeds earmarked to retire its existing bank facility.
Comstock declared its regular $0.125/share dividend and announced the election of two new directors, Dr. Elizabeth Davis and Jim Turner, at its annual meeting.
Comstock priced a $100 million add-on to its existing 7.75% Senior Notes due 2019, using the roughly $103 million in proceeds to pay down its bank credit line.