SOCAR buys into Comstock’s Haynesville gas in $1.65 billion deal
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Azerbaijan’s state oil company SOCAR has signed a definitive agreement to buy into Comstock Resources’ Haynesville shale gas business for $1.65 billion, subject to customary purchase price adjustments.
The agreement, signed on Nov. 4, gives SOCAR a 20% interest in the upstream assets of Comstock’s Legacy Haynesville project and a 15% interest in the upstream assets of its Western Haynesville project. SOCAR will also take 15% of Comstock’s 73% holding in Pinnacle Gas Services LLC, which works out at roughly 11% of that business.
The deal has an effective date of July 1, 2026. It still needs approval from government authorities and the completion of other legal procedures before it can close, and neither company has named the authorities involved.
SOCAR is buying minority positions without operating control. The interests do not give it any right to take part in the operational management of the assets, so Comstock, which is based in Frisco, Texas, keeps the running of its Haynesville program.
For SOCAR, the attraction is access to one of the major shale gas-producing regions in the US, which lies close to the LNG export facilities on the Gulf Coast.
The SOCAR deal is structured around an early return
The terms for Western Haynesville show how the 2 companies have shared risk and reward.
SOCAR’s interest in the exploration and production assets of that project drops from 15% to 7.5% after 5 years, provided SOCAR has achieved a 15% return on its investment by then.
The arrangement gives SOCAR a larger share of the project while it recovers its capital, then hands a bigger share of the later upside back to Comstock once that return has been met. The reported terms do not say what happens to the stake if SOCAR has not reached the 15% threshold within 5 years.
Legacy Haynesville carries no equivalent step-down in the terms reported so far.
Pinnacle adds a further layer. By taking a share of Comstock’s interest in Pinnacle Gas Services, SOCAR gains exposure to more than the wells themselves, although again without any management role.
A September framework agreement set the course for the Haynesville deal
The definitive agreement follows a framework agreement that the companies signed on Sept. 28 during the Azerbaijan International Investment Forum.
That earlier document committed both sides to negotiate a definitive purchase and sale agreement, building on a letter of intent announced before it. At the time, Comstock said it expected to sign the definitive agreement by Oct. 31 and to close the transaction by the end of 2026. The signing came a few days after that target, and the companies have not confirmed whether the year-end closing date still holds.
The September announcement also pointed to a commercial relationship that could extend beyond the equity stake. The companies said they would explore having SOCAR market gas attributable to Comstock’s interest as LNG in international markets outside the US.
That work was to focus on finding offtake counterparties, agreeing pricing structures, and resolving logistical and regulatory questions. No marketing arrangement has been announced, so this part of the partnership remains an intention rather than a contract.
The framework agreement was also tied to a wider government relationship. Comstock said the partnership formed part of the cooperation set out in a protocol from the first Azerbaijan-United States Economic Dialogue, signed in June 2026.
SOCAR is widening its reach beyond the Caspian
The Haynesville agreement adds US upstream gas to a portfolio that SOCAR has been extending into new markets.
In May 2026, the company completed its acquisition of a 99.82% stake in Italian energy company Italiana Petroli. SOCAR delivered gas to 8 European Union member states in 2025.
A minority position in US shale gas gives the company production exposure in a market far from its home base in Azerbaijan, without the operational demands of running the assets itself. If the LNG marketing discussions progress, it could also give SOCAR a source of US-linked supply to offer the international buyers it already serves.
For Comstock, the agreement brings a large outside investor into its Haynesville acreage while leaving development decisions in its own hands.
Several questions remain open. The government approvals have not been named or granted, the closing date has not been confirmed since the September target, and the plan for SOCAR to market Comstock’s gas as LNG has yet to produce a signed arrangement. Whether the partnership grows into a supply relationship, or stays a financial investment in US shale, will depend on how those next steps play out.
Source
OC Media
