U.S. onshore producer Comstock Resources Inc. on Thursday said negotiations are underway with Dallas Cowboys owner Jerry Jones to become the majority shareholder.
Under a letter of intent with Arkoma Drilling LLP and Williston Drilling LLP, collectively, Jones-backed Arkoma, Comstock agreed to acquire interests in North Dakota’s Bakken Shale for an estimated $620 million. The properties carry no debt.
Arkoma in turn would receive about 88.6 million newly issued shares of Comstock stock for $7.00/share. Once the transaction is completed, Arkoma would own 84% of Comstock’s pro forma outstanding shares.
“This combination provides Comstock with substantial cash flow to invest in their high return Haynesville Shale drilling program and the capital to grow their already substantial inventory of drilling prospects,” Jones said.
The Arkoma investment allows Comstock to simplify its capital structure “and equip us with all the tools to substantially grow stockholder value,” said Comstock CEO M. Jay Allison. “The proved reserve value and related cash flows from the North Dakota properties, when combined with our properties, will support the refinancing of our debt as well as fuel an expanded drilling program in the Haynesville Shale.”
In a nod to Jones’ football expertise, Allison added, “The strong balance sheet resulting from the combination will allow us to play offense after spending the last three years on defense."
The parties still need to complete a definitive purchase agreement, expected in the next few weeks, and the deal would require Comstock shareholder approval. The effective date of the transaction would be April 1.
The oil and gas properties being acquired by Comstock are producing 10,500 b/d of oil and 20 MMcf/d of natural gas. Proved reserves are estimated at 22.5 million bbl and 48.5 Bcf.
Comstock is acquiring 52.5 net producing oil wells, 13 net drilled but uncompleted wells and three undrilled locations. The properties are expected to generate about $200 million of operating cash flow this year.
Comstock also has begun a two-year strategic drilling venture with Arkoma in the Haynesville and Bossier shale in East Texas and North Louisiana, as well as the Eagle Ford Shale in South Texas.
Under the agreement, Comstock would receive a 20% carried interest for projects that Arkoma participates in, and Arkoma in turn would earn a stake in the wellbore for projects in which it participates without any rights to the related acreage.
Comstock said at a minimum it would offer $75 million in “opportunities” in the first 12 months of the venture and $100 million in the second 12 months. The first six projects under the venture would represent a $34 million investment by Arkoma.
Comstock expects the partnership to allow it to grow its prospects, increase capital efficiencies by as much as 20% and provide capital to address drilling required to maintain leases. The new drilling venture should also allow it to implement a larger drilling program.
In conjunction with the Arkoma infusion, Comstock withdrew tender offers to repurchase its secured notes and now plans to retire them.