Statement of Ownership (sc 13g)
May 19 2017 - 5:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Comstock
Resources, Inc.
(Name of Issuer)
Common Stock, $.50 Par Value
(Title of Class of Securities)
205768302
(CUSIP Number)
January 24, 2017
(Date of Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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CUSIP No.
205768302
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13G
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Page
2
of
10
Pages
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1
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NAMES OF
REPORTING PERSONS
Knighthead Capital Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,706,146*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,706,146*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,706,146*
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10
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
<10.0%*
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IA
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*
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The Reporting Person indirectly holds convertible notes of the Issuer that are convertible into shares of the Issuer’s common stock. However, pursuant to the indentures governing the convertible notes, the
Reporting Person cannot convert notes, without 61 days’ prior written notice, that would result in the Reporting Person beneficially owning in excess of 9.99% of the Issuer’s outstanding shares of common stock upon conversion. See Item 4.
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Page 2 of 10 Pages
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CUSIP No.
205768302
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13G
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Page
3
of
10
Pages
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1
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NAMES OF
REPORTING PERSONS
Thomas A. Wagner
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,706,146*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,706,146*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,706,146*
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10
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
<10.0%*
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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*
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The Reporting Person indirectly holds convertible notes of the Issuer that are convertible into shares of the Issuer’s common stock. However, pursuant to the indentures governing the convertible notes, the
Reporting Person cannot convert notes, without 61 days’ prior written notice, that would result in the Reporting Person beneficially owning in excess of 9.99% of the Issuer’s outstanding shares of common stock upon conversion. See Item 4.
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Page 3 of 10 Pages
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CUSIP No.
205768302
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13G
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Page
4
of
10
Pages
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1
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NAMES OF
REPORTING PERSONS
Ara D. Cohen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,706,146*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,706,146*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,706,146*
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10
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
<10.0%*
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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*
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The Reporting Person indirectly holds convertible notes of the Issuer that are convertible into shares of the Issuer’s common stock. However, pursuant to the indentures governing the convertible notes, the
Reporting Person cannot convert notes, without 61 days’ prior written notice, that would result in the Reporting Person beneficially owning in excess of 9.99% of the Issuer’s outstanding shares of common stock upon conversion. See Item 4.
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Page 4 of 10 Pages
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CUSIP No.
205768302
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13G
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Page
5
of
10
Pages
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1
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NAMES OF
REPORTING PERSONS
Knighthead GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
1,706,146*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,706,146*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,706,146*
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10
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
<10.0%*
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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*
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The Reporting Person indirectly holds convertible notes of the Issuer that are convertible into shares of the Issuer’s common stock. However, pursuant to the indentures governing the convertible notes, the
Reporting Person cannot convert notes, without 61 days’ prior written notice, that would result in the Reporting Person beneficially owning in excess of 9.99% of the Issuer’s outstanding shares of common stock upon conversion. See Item 4.
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Page 5 of 10 Pages
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CUSIP No.
205768302
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13G
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Page
6
of
10
Pages
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1
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NAMES OF
REPORTING PERSONS
Knighthead Master Fund, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
|
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|
6
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|
SHARED VOTING POWER
1,706,146*
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7
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SOLE DISPOSITIVE POWER
0
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8
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|
SHARED DISPOSITIVE POWER
1,706,146*
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|
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,706,146*
|
|
10
|
|
CHECK IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
<10.0%*
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12
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
PN
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*
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The Reporting Person holds convertible notes of the Issuer that are convertible into shares of the Issuer’s common stock. However, pursuant to the indentures governing the convertible notes, the Reporting Person
cannot convert notes, without 61 days’ prior written notice, that would result in the Reporting Person beneficially owning in excess of 9.99% of the Issuer’s outstanding shares of common stock upon conversion. See Item 4.
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Page 6 of 10 Pages
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CUSIP No.
205768302
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13G
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Page
7
of
10
Pages
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Item 1(a).
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Name of Issuer
: Comstock Resources, Inc. (the “
Issuer
”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
:
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5300 Town and Country Blvd., Suite 500
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Frisco, Texas 75034
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Item 2(a).
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Name of Persons Filing
:
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This Schedule 13G is being filed by:
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i. Knighthead Capital Management, LLC (the
“
Investment Manager
”).
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ii. Knighthead GP, LLC (the “
Fund
GP
”).
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iii. Knighthead Master Fund, L.P. (the “
Master
Fund
”).
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iv. Mr. Thomas A. Wagner and Mr. Ara D. Cohen
(collectively, the “Founders”) (the Founders, together with the Investment Manager, the Fund GP and the Master Fund, the “
Reporting Persons
”).
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
:
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1140 Avenue of the Americas, 12th Floor
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New York, NY 10036
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Item 2(c).
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Citizenship
:
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Investment Manager:
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Delaware
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Fund GP:
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Delaware
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Master Fund:
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Cayman Islands
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Founders:
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United States of America
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Item 2(d).
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Title of Class of Securities
: Common Stock, $.50 Par Value (“
Common Stock
”)
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Item 2(e).
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CUSIP Number
: 205768302
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Item 3.
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If this statement is filed pursuant to Rule
13d-1(b),
or
13d-2(b)
or (c), Check Whether the Person Filing is a
:
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Not applicable.
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Item 4.
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Ownership
.
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The information set forth in rows 5 through 11 of the cover pages to this Schedule 13G is incorporated by reference. The percentage set forth in row 11 is based on 15,372,400 outstanding shares of Common Stock as of
May 8, 2017, as reported in the Issuer’s
Form 10-Q
filed on May 8, 2017, plus 1,706,146 shares of Common Stock issuable to the Holders (as defined below) upon conversion of the Convertible
Notes (as defined below), giving effect to the limitation disclosed below.
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Page 7 of 10 Pages
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CUSIP No.
205768302
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13G
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Page
8
of
10
Pages
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The Master Fund and certain other entities directly or indirectly advised by the Investment Manager (the “
Holders
”) directly hold the Issuer’s convertible notes (the “
Convertible Notes
”)
that are convertible into shares of Common Stock. However, pursuant to the indentures governing the Convertible Notes, a Holder cannot convert the Convertible Notes, without 61 days’ prior written notice, that would result in such Holder
beneficially owning in excess of 9.99% of the Issuer’s outstanding shares of Common Stock upon conversion.
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The Fund GP serves as general partner to the Master Fund and may be deemed to beneficially own shares of Common Stock that are beneficially owned by the Master Fund. The Investment Manager serves as investment manager and/or
advisor to the Holders, including the Master Fund. The Founders, together, control the Investment Manager. The Investment Manager and the Founders may be deemed to indirectly beneficially own shares of Common Stock that are beneficially owned by the
Holders.
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Item 5.
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Ownership of Five Percent or Less of a Class
.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
.
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The Holders have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock (the “
Economic Interest
”) reported as beneficially owned by
the Investment Manager, the Fund GP and the Founders. The Economic Interest of the Master Fund exceeds five percent of the Common Stock.
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
.
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Not applicable.
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Item 10.
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Certification
.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Page 8 of 10 Pages
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CUSIP No.
205768302
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13G
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Page
9
of
10
Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: May 19, 2017
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Knighthead Capital Management, LLC
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By:
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/s/ Thomas A. Wagner
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Name:
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Thomas A. Wagner
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Title:
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Managing Member
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Knighthead GP, LLC
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By:
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/s/ Thomas A. Wagner
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Name:
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Thomas A. Wagner
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Title:
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Authorized Signatory
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Knighthead Master Fund, L.P.
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By:
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Knighthead GP, LLC, its general partner
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By:
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/s/ Thomas A. Wagner
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Name:
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Thomas A. Wagner
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Title:
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Authorized Signatory
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/s/ Thomas A. Wagner
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Thomas A. Wagner
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/s/ Ara D. Cohen
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Ara D. Cohen
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Page 9 of 10 Pages
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CUSIP No.
205768302
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13G
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Page
10
of
10
Pages
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EXHIBIT 1
AGREEMENT OF JOINT FILING
The persons
below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the
requirements of Rule
13d-1(k)(1)(iii)
under the Securities Exchange Act of 1934.
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Dated: May 19, 2017
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Knighthead Capital Management, LLC
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By:
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/s/ Thomas A. Wagner
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Name:
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Thomas A. Wagner
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Title:
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Managing Member
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Knighthead GP, LLC
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By:
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/s/ Thomas A. Wagner
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Name:
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Thomas A. Wagner
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Title:
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Authorized Signatory
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Knighthead Master Fund, L.P.
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By:
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Knighthead GP, LLC, its general partner
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By:
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/s/ Thomas A. Wagner
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Name:
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Thomas A. Wagner
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Title:
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Authorized Signatory
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/s/ Thomas A. Wagner
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Thomas A. Wagner
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/s/ Ara D. Cohen
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Ara D. Cohen
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Page 10 of 10 Pages
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