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.
Comstock filed a second prospectus supplement amending its debt exchange offer. It raised the mandatory conversion price for the new convertible notes to $12.32 per share from $10.47 and added a resale registration commitment for certain affiliate holders.
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 a prospectus supplement extending the early tender date of its debt exchange offer to August 26, 2016. It also raised the warrants offered to 2.75 shares per $1,000 of old secured notes and changed other terms.
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.
Comstock announced its financial results for the three and six months ended June 30, 2016 in a press release attached to the 8-K, which also included non-GAAP measures such as operating cash flow and EBITDAX.
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.
Comstock held its 2016 annual meeting on May 26, 2016. Holders voted on five directors, a proposal to raise authorized common shares from 75 million to 250 million, Ernst & Young as auditor, and an advisory vote on 2015 executive pay.
Carl H. Westcott, Commodore Partners, Ltd, G.K. Westcott LP, Carl Westcott, LLC, Jimmy Elizabeth Westcott, Chart H. Westcott, Court H. Westcott reported a COMSTOCK RESOURCES INC shareholding of 6,090,500 shares (10.00% of votes) in a periodic institutional filing.
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 gave notice of its annual meeting on May 26, 2016, asking shareholders to elect five directors, raise authorized common stock from 75 million to 250 million shares, ratify Ernst & Young, and hold an advisory vote on 2015 executive pay.
Hotchkis and Wiley Capital Management, LLC OF A, Hotchkis and Wiley Mid-Cap Value Fund reported no remaining COMSTOCK RESOURCES INC shareholding in its periodic institutional filing.
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.
COMSTOCK RESOURCES INC shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).