UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 12, 2020

 COMSTOCK RESOURCES, INC.

(Exact Name of Registrant as Specified in its Charter)

5300 Town and Country Boulevard

Suite 500

Frisco, Texas 75034

(Address of Principal Executive Offices)

(972) 668-8800

(Registrant’s Telephone No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Effective June 12, 2020, Comstock Resources, Inc. (the “Company”) entered into a third amendment (the “Amendment”) to its Amended and Restated Credit Agreement, dated July 16, 2019, as amended (the “Credit Agreement”), by and among the Company, Bank of Montreal, as administrative agent and the lenders party thereto. The Amendment increases the maximum principal amount of senior unsecured debt from $300.0 million to $500.0 million and reaffirms the borrowing base in effect at $1.4 billion. Except as set forth in the Amendment, all other terms of the Credit Agreement shall remain in full force and effect.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Please refer to the discussion under Item 1.01 regarding the Amendment which is incorporated under this Item 2.03 by reference.

Item 8.01 Other Events

On June 16, 2020, the Company issued a press release announcing it intends to commence, subject to market conditions, an underwritten public offering of $400.0 aggregate principal amount of the Company’s 9.75% senior unsecured notes due 2026 (the “Notes”). The Notes will be issued by the Company and guaranteed by its subsidiaries on an unsecured and unsubordinated basis.

A copy of the press release announcing the offering of the Notes is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 8.01 by reference. The information contained in Item 8.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are for information purposes only and do not constitute an offer to sell the Notes.

Item 9.01.Financial Statements and Exhibits

(d)  Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.