0000899243-19-019768.txt : 20190717 0000899243-19-019768.hdr.sgml : 20190717 20190717161327 ACCESSION NUMBER: 0000899243-19-019768 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190716 FILED AS OF DATE: 20190717 DATE AS OF CHANGE: 20190717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blue Star Exploration Corp CENTRAL INDEX KEY: 0001750241 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03262 FILM NUMBER: 19959280 BUSINESS ADDRESS: STREET 1: ONE COWBOYS WAY CITY: FRISCO STATE: TX ZIP: 75034 BUSINESS PHONE: 972.556.9367 MAIL ADDRESS: STREET 1: ONE COWBOYS WAY CITY: FRISCO STATE: TX ZIP: 75034 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Arkoma Drilling, L.P. CENTRAL INDEX KEY: 0001750173 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03262 FILM NUMBER: 19959281 BUSINESS ADDRESS: STREET 1: 5950 BERKSHIRE LANE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 214.739.3515 MAIL ADDRESS: STREET 1: 5950 BERKSHIRE LANE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75225 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Jones Jerral W. CENTRAL INDEX KEY: 0001750178 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03262 FILM NUMBER: 19959282 MAIL ADDRESS: STREET 1: ONE COWBOYS WAY CITY: FRISCO STATE: TX ZIP: 75034 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Williston Drilling, L.P. CENTRAL INDEX KEY: 0001750240 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03262 FILM NUMBER: 19959283 BUSINESS ADDRESS: STREET 1: 5950 BERKSHIRE LANE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 214.739.3515 MAIL ADDRESS: STREET 1: 5950 BERKSHIRE LANE STREET 2: SUITE 1400 CITY: DALLAS STATE: TX ZIP: 75225 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COMSTOCK RESOURCES INC CENTRAL INDEX KEY: 0000023194 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 941667468 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5300 TOWN AND COUNTRY BLVD STREET 2: STE 500 CITY: FRISCO STATE: TX ZIP: 75034 BUSINESS PHONE: 9726688800 MAIL ADDRESS: STREET 1: 5300 TOWN AND COUNTRY BLVD STREET 2: STE 500 CITY: FRISCO STATE: TX ZIP: 75034 FORMER COMPANY: FORMER CONFORMED NAME: COMSTOCK TUNNEL & DRAINAGE CO DATE OF NAME CHANGE: 19880121 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-07-16 0 0000023194 COMSTOCK RESOURCES INC CRK 0001750241 Blue Star Exploration Corp ONE COWBOYS WAY FRISCO TX 75034 0 0 1 0 0001750173 Arkoma Drilling, L.P. ONE COWBOYS WAY FRISCO TX 75034 0 0 1 0 0001750178 Jones Jerral W. ONE COWBOYS WAY FRISCO TX 75034 0 0 1 0 0001750240 Williston Drilling, L.P. ONE COWBOYS WAY FRISCO TX 75034 0 0 1 0 Common Stock 2019-07-16 4 P 0 50000000 6.00 A 138571429 I See Footnote Series B Redeemable Convertible Preferred Stock 2019-07-16 4 P 0 175000 A 2020-07-16 Common Stock 43750000 175000 I See Footnote On July 16, 2019, Arkoma Drilling, L.P., a Texas limited partnership ("Arkoma"), and Williston Drilling, L.P., a Texas limited partnership ("Williston"), purchased, and Comstock Resources, Inc., a Nevada corporation (the "Company"), issued and sold to Arkoma and Williston in the aggregate: (i) 50,000,000 shares of common stock, $0.50 par value per share ("Common Stock"), of the Company for total consideration of $300 million and (ii) 175,000 shares of Preferred Stock newly designated as Series B Redeemable Convertible Preferred Stock ("Series B Preferred Stock") for total consideration of $175 million, pursuant to the closing of the transactions contemplated by that certain Subscription Agreement, dated June 7, 2019, by and among the Company, Arkoma and Williston, which was entered into in connection with that certain Agreement and Plan of Merger, dated June 7, 2019, among the Company, Covey Park Energy, LLC, (continued from footnote 1) a Delaware limited liability company, New Covey Park Energy LLC, a Delaware limited liability company, and, solely for purposes of Section 5.14 thereof, Covey Park Energy Holdings LLC, a Delaware limited liability company. Includes 104,521,077 shares of Common Stock held by Arkoma and 34,050,352 shares of Common Stock held by Williston. Blue Star Exploration Company, a Texas limited liability company ("Blue Star"), is the sole general partner of each of Arkoma and Williston. Jerral W. Jones is a director and sole shareholder of Blue Star. Each of the filing persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Includes 132,003 shares of Series B Preferred Stock held by Arkoma and 42,997 shares of Series B Preferred Stock held by Williston. Blue Star is the sole general partner of each of Arkoma and Williston. Mr. Jones is a director and sole shareholder of Blue Star. Each of the filing persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein. Each share of Series B Preferred Stock is convertible following July 16, 2020 into the number of shares of Common Stock equal to the quotient of (i) the sum of (A) the $1,000.00 per share plus (B) an amount equal to all accrued and unpaid dividends on such Series B Preferred stock to, and including, the date of conversion divided by (ii) $4.00 (unless otherwise adjusted pursuant to the terms of the Certificate of Designations of the Company, dated July 16, 2019). The Series B Preferred Stock have no expiration date. /s/ Blue Star Exploration Company, by Roland O. Burns as attorney-in-fact 2019-07-17 /s/ Arkoma Drilling, L.P., by Roland O. Burns as attorney-in-fact 2019-07-17 /s/ Jerral W. Jones, by Roland O. Burns as attorney-in-fact 2019-07-17 /s/ Williston Drilling, L.P., by Roland O. Burns as attorney-in-fact 2019-07-17