SOCAR Signs Binding $1.65bn Deal for Haynesville Stakes

Azerbaijan's state energy company SOCAR signed a definitive agreement on 4 November 2026 to buy minority stakes in the Haynesville gas assets of Comstock Resources for $1.65 billion in cash, according to Comstock's filing with the US Securities and Exchange Commission. The signing is now eight days old and was made public on 5 November, but the deal has not yet closed.

The transaction matters because it puts a Caucasus state company directly into US shale production as a financial partner, with no operating role, and pairs that stake with a study of selling American gas abroad as liquefied natural gas (LNG).

What SOCAR is buying

SOCAR takes 20% of Comstock's Legacy Haynesville upstream interest, 15% of its Western Haynesville upstream interest, and 15% of Comstock's 73% holding in the midstream company Pinnacle Gas Services. The Western Haynesville share falls to 7.5% after five years and once SOCAR has earned a 15% return. The effective date is 1 July 2026, and closing is expected by the end of 2026, subject to governmental approvals, according to the same filing. Trend reported that approvals and legal procedures are still being pursued. Azernews noted that the interests carry no right to take part in operational management.

From letter of intent to contract

The agreement completes a process that began on 1 September, when Comstock announced a letter of intent and set 31 October as the target for a definitive contract. The signing therefore came a few days later than planned. In that first release Comstock said it would remain operator and keep control of Pinnacle, that SOCAR could join future projects at the same percentages, and that SOCAR would help market Comstock's gas internationally. A framework agreement reported by World Oil on 28 September said the partners would assess LNG sales to markets outside the United States.

Why Comstock wants the cash

For the seller, the logic is balance-sheet repair. Comstock said in September that the proceeds would cut pro forma net debt from $3.1 billion to $1.5 billion (as of 30 June 2026), and that the money would help fund development of roughly 545,000 net acres in the Western Haynesville. Its latest results show long-term debt of $3.36 billion at 30 September, up from $2.81 billion at the end of 2025. On 4 November it also extended its bank facility to November 2028, with a further extension to November 2031 after the SOCAR closing and debt repayment, according to the primary filing.

Separately, Comstock has a $450 million Haynesville drilling venture with Jerry Jones, with drilling and completion costs funded by a Jones family partnership, so the SOCAR cash is not the only prop under the drilling programme.

What it says about SOCAR

SOCAR's president, Rovshan Najaf, said in September that the company was pleased to invest alongside a team with "a demonstrated track record in developing the Haynesville". The structure fits that language: a passive, non-operated minority position, a return-linked step-down, and a price paid entirely in cash. It limits SOCAR's exposure to drilling decisions while giving it a share of production from one of America's main gas basins.

The documents show an effort to pair equity in gas supply with SOCAR's international marketing ambitions. CBJ covered the earlier stages of the deal, the letter of intent in September and the structure of the stakes; the signed contract turns those intentions into a binding commitment, with only approvals and closing left.

What to watch

Three things will decide how this plays out: whether the required governmental approvals arrive in time for a year-end closing; whether SOCAR and Comstock move from studying LNG offtake to signing buyers and pricing terms; and how much of the debt reduction Comstock delivers once the cash arrives. Gas prices matter too: Comstock's third-quarter realised price was $2.61 per thousand cubic feet equivalent before hedging, a reminder that the return SOCAR earns will depend on US gas prices as much as on volumes.

Sources: Comstock Resources, SEC Form 8-K exhibit, 4 November 2026; Comstock Resources, SEC Form 8-K exhibit, 1 September 2026; Trend; Azernews; World Oil

Image: Caucasus Business Journal archive