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SCHEDULE 13G

Comstock Resources, Inc.

(Name of Issuer)

Common Stock, par value $0.50 per share

(Title of Class of Securities)

205768302

(CUSIP Number)

January 26, 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)
*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 disclosures provided in a prior cover page.
The information required on 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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(1)	In its capacity as the direct owner of convertible notes of the Issuer, which may be converted, by their terms into no more than 9.99% of the shares of common stock, par value $0.50 per share (“Common Stock”) outstanding at any time.

 

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(1)	Solely in its capacity as the general partner of Oaktree Value Opportunities Fund Holdings, L.P.

(1)	Solely in its capacity as the general partner of Oaktree Value Opportunities Fund GP, L.P.

 

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(1)	Solely in its capacity as the sole shareholder of Oaktree Value Opportunities Fund GP Ltd.

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(1)	Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

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(1)	Solely in its capacity as the general partner of Oaktree Capital I, L.P.

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(1)	Solely in its capacity as the general partner of OCM Holdings I, LLC.

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(1)	Solely in its capacity as the sole director of Oaktree Value Opportunities Fund GP Ltd.

 

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(1)	Solely in its capacity as the general partner of Oaktree Capital Management, L.P.

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(1)	Solely in its capacity as the managing member of Oaktree Holdings, LLC and as the sole shareholder of Oaktree Holdings, Inc.

 

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(1)	Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.

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ITEM 1.	(a)	Name of Issuer:
		The name of the issuer is Comstock Resources, Inc. (the “Issuer”).
	(b)	Address of Issuer’s Principal Executive Offices:
		The Issuer’s principal executive offices are located at 5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034.

ITEM 2.	(a)-(c) Name of Person Filing; Address of Principal Business Office; and Citizenship
	This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:

 

	(1)	Oaktree Value Opportunities Fund Holdings, L.P., a Delaware limited partnership (“VOF Holdings”), in its capacity as the direct owner of convertible notes of the Issuer, which may be converted into up to 9.99% of the Issuer’s Common Stock;
	(2)	Oaktree Value Opportunities Fund GP, L.P., a Cayman Islands limited partnership (“VOF GP”), in its capacity as the general partner of VOF Holdings;
	(3)	Oaktree Value Opportunities Fund GP Ltd., a Cayman Islands exempted company (“VOF GP Ltd.”), in its capacity as the general partner of VOF GP;
	(4)	Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the sole shareholder of VOF GP Ltd.;
	(5)	Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;

	(6)	OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
	(7)	Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I;
	(8)	Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the sole director of VOF GP Ltd.;
	(9)	Oaktree Holdings, Inc., a Delaware corporation (“Holdings, Inc.”), in its capacity as the general partner of Management;
	(10)	Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings and as the sole shareholder of Holdings, Inc.; and
	(11)	Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the duly elected manager of OCG.

	The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.
	(d)	Title of Class of Securities:
		Common Stock, par value $0.50 per share (“Common Stock”).
	(e)	CUSIP Number: 205768302

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ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
	(a)	[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
	(b)	[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
	(c)	[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
	(d)	[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
	(e)	[__]  An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
	(f)	[__]  An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F)
	(g)	[__]  A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G)
	(h)	[__]  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
	(i)	[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
	(j)	[    ]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
ITEM 4.	OWNERSHIP
	(a)-(c) Amount beneficially owned, percent of class, number of shares as to which each person has sole or shared power to vote or direct the vote; sole or shared power to dispose or direct the disposition of:   The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.   VOF Holdings directly holds Issuer notes that are convertible into shares of Common Stock of the Issuer.  By the terms of the convertible notes, VOF Holdings may not convert such notes for more than 9.99% of the shares of Common Stock outstanding at any time.   VOF GP, in its capacity as the general partner of VOF Holdings, has the ability to direct the management of VOF Holdings’ business, including the power to vote and dispose of securities held by VOF Holdings; therefore, VOF GP may be deemed to beneficially own the shares of the Issuer’s Common Stock deemed held by VOF Holdings.   VOF GP Ltd., in its capacity as the general partner of VOF GP, has the ability to direct the management of VOF GP’s business, including the power to direct the decisions of VOF GP regarding the vote and disposition of securities held by VOF Holdings; therefore, VOF GP Ltd. may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.   GP I, in its capacity as the sole shareholder of VOF GP Ltd., has the ability to appoint and remove the directors and direct the management of the business of VOF GP Ltd.  As such, GP I has the power to direct the decisions of VOF GP Ltd. regarding the vote and disposition of securities held by VOF Holdings; therefore, GP I may be deemed to have indirect beneficial ownership of the Issuer’s Common Stock deemed held by VOF Holdings.   Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by VOF Holdings; therefore, Capital I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.   Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of

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Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by VOF Holdings; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.   Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by VOF Holdings; therefore, Holdings may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.   Management, in its capacity as the sole director of VOF GP Ltd., has the ability to direct the management of VOF GP Ltd., including the power to direct the decisions of VOF GP Ltd. regarding the vote and disposition of securities held by VOF Holdings; therefore, Management may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.     Holdings, Inc., in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to vote and dispose of securities held by VOF Holdings; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.   OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business, including the power to direct the decisions of Holdings regarding the vote and disposition of securities held by VOF Holdings.  Additionally, OCG, in its capacity as the sole shareholder of Holdings, Inc., has the ability to appoint and remove directors of Holdings, Inc. and, as such, may indirectly control the decisions of Holdings, Inc. regarding the vote and disposition of securities held by VOF Holdings.  Therefore, OCG may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.   OCGH GP, in its capacity as the duly appointed manager of OCG, has the ability appoint and remove directors of OCG and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by VOF Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Common Stock deemed held by VOF Holdings.   Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person.   All calculations of percentage ownership herein are based on a total of 13,455,559 shares of Common Stock issued and outstanding as of November 9, 2016, as disclosed on the Issuer’s form 10-Q, filed with the Securities and Exchange Commission on November 9, 2016, plus 1,493,401 shares issuable to the Reporting Persons upon conversion of convertible notes held by the Reporting Persons, giving effect to the limitation disclosed above.

 

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ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
	Not applicable.
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
	Not applicable.
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	Not applicable.
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP
	Not applicable.

ITEM 10.	CERTIFICATIONS.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and 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 such purpose or effect.

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	OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
	By:	Oaktree Value Opportunities Fund GP, L.P.
	Its:	General Partner
	By:	Oaktree Value Opportunities Fund GP Ltd.
	Its:	General Partner
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

 

	OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
	By:	Oaktree Value Opportunities Fund GP Ltd.
	Its:	General Partner
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President
	OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

 

 

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	OAKTREE FUND GP I, L.P.
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President
	OAKTREE CAPITAL I, L.P.
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

 

 

	OCM HOLDINGS I, LLC
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President
	OAKTREE HOLDINGS, LLC
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

 

 

	OAKTREE CAPITAL MANAGEMENT, L.P.
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President
	OAKTREE HOLDINGS, INC.
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President
	OAKTREE CAPITAL GROUP, LLC
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President
	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

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Exhibit 1.	Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

EXHIBIT I

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated:  February 6, 2017

 

	OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.
	By:	Oaktree Value Opportunities Fund GP, L.P.
	Its:	General Partner
	By:	Oaktree Value Opportunities Fund GP Ltd.
	Its:	General Partner
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

 

 

	OAKTREE VALUE OPPORTUNITIES FUND GP, L.P.
	By:	Oaktree Value Opportunities Fund GP Ltd.
	Its:	General Partner
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President
	OAKTREE VALUE OPPORTUNITIES FUND GP LTD.
	By:	Oaktree Capital Management, L.P.
	Its:	Director
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

 

 

	OAKTREE FUND GP I, L.P.
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President
	OAKTREE CAPITAL I, L.P.
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

 

 

	OCM HOLDINGS I, LLC
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President
	OAKTREE HOLDINGS, LLC
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

 

 

	OAKTREE CAPITAL MANAGEMENT, L.P.
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President
	OAKTREE HOLDINGS, INC.
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President
	OAKTREE CAPITAL GROUP, LLC
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President
	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
	By:	/s/ Jordan Mikes
	Name:	Jordan Mikes
	Title:	Vice President

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