CONTINENTAL RESOURCES, INC

CONTINENTAL RESOURCES, INC deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

CONTINENTAL RESOURCES, INC's exchange filed to remove a class of its securities from listing.

listing compliance notice

Continental's own response filing repeats the final results: 36,312,840 shares tendered and 3,443,485 under guaranteed delivery by the 11/21/2022 expiry, with the merger completed 11/22/2022 and the company now wholly owned by the Hamm family rollover shareholders. Non-rollover shares convert to $74.28 cash (except for appraisal-demanding holders), and delisting and deregistration are intended. The rest of the filing is an exhibit list, including the 11/10/2022 term loan agreement.

business combination

Final amendment to the going-private filing: the $74.28 per share cash offer by Omega Acquisition (set up by Harold Hamm) expired 11/21/2022 with 36,312,840 shares tendered (about 62.5% of shares outside the rollover group), plus 3,443,485 more under guaranteed delivery (about 5.9%). The merger closed on 11/22/2022, leaving Continental wholly owned by the Hamm family rollover shareholders. Non-rollover shares not tendered were converted into the right to receive $74.28 cash, except for holders who properly demanded appraisal. The buyer intends to delist from the NYSE and deregister. This completes the take-private announced 10/16/2022.

business combination

Omega's final amendment (No. 3) to the tender offer filing reports the results: 36,312,840 shares were tendered (about 62.5% of shares outside the rollover group) and guaranteed-delivery notices cover 3,443,485 more (about 5.9%). All validly tendered shares were accepted for payment. The merger was completed on November 22, 2022, with the remaining non-rollover shares converted into $74.28 cash and Continental left wholly owned by the Hamm Family rollover shareholders. Delisting from the NYSE and deregistration are to follow. This confirms the closing already reported in the company's 8-K.

business combination

The Hamm take-private closed on November 22, 2022. The tender offer expired with 36,312,840 shares tendered (about 62.5% of shares outside the rollover group), plus guaranteed-delivery notices for 3,443,485 more (about 5.9%). Omega merged into Continental, and each remaining public share, except Hamm Family rollover shares, treasury shares and shares with properly demanded appraisal rights, was converted into $74.28 cash. Total consideration was about $4.2 billion, funded from cash on hand, the revolver and the term loan. Continental asked the NYSE to suspend trading before the open on November 23 and to delist the shares, and it plans to file to end its SEC reporting. Hamm became sole director and the six other directors, including Berry and Lambertz, left. Hamm Family shares became identical shares in the surviving company, now the only stock outstanding, and unvested restricted awards became restricted stock units. This resolves the take-private thread and the open question on the tender offer's outcome.

business combination

Omega's second amendment to the tender offer filing discloses the new financing and litigation. On November 10, 2022 Continental signed an unsecured $750M term loan with MUFG Bank as agent, maturing November 2025, guaranteed by its subsidiaries, with a net debt to capitalization cap of 0.65:1. This is the term loan the deal was expected to need. It also amended the revolver (Amendment No. 2) to align its change-in-control definition with the term loan, which treats the Hamm Group falling to 50% or less of the voting stock as a default after the merger. The filing also describes shareholder litigation: an August 25, 2022 class action in Oklahoma County by Walter Doggett alleging breach of fiduciary duty and unfairness, plus federal suits and demand letters alleging misleading SEC filings. The defendants call these without merit. The offer price and terms are unchanged.

business combination

Omega Acquisition (owned by Harold Hamm) formally launched its tender offer for Continental shares at $74.28 cash each, filed as a Schedule TO that also covers the going-private rules. The offer and withdrawal rights expire one minute after 11:59 p.m. New York time on Monday, November 21, 2022, unless extended or ended earlier. The exhibits include an August 24, 2022 amendment to the revolving credit agreement. The offer launch moves the deal from announcement to execution.

business combination

Continental filed its formal Schedule 14D-9 now that the tender offer has begun, with the offer to purchase dated October 24, 2022. The offer is $74.28 cash per share from Omega Acquisition, covering shares not held by the Hamm Family, which owns about 299.7 million shares (about 83%). After the merger, the shares would stop trading on the NYSE and be deregistered, and the transaction is expected to close in the fourth quarter of 2022. Holders who properly demand appraisal under Oklahoma law are excluded from the cash conversion. The board's recommendation to tender, per the October 17 release, is not restated in the visible text of this filing. It continues the take-private.

business combination

Continental disclosed that on October 16, 2022 it signed a merger agreement with Omega Acquisition, owned by Harold Hamm. Omega will tender for all shares outside the Hamm Family (about 83% owner) at $74.28 cash, then merge into Continental, leaving it wholly owned by the Hamm Family. Remaining shares will be cancelled and converted into the right to receive $74.28. This turns the June $70.00 proposal into a definitive agreement. The tender offer had not commenced and the full agreement was to be filed later.

business combination

Continental signed a merger agreement with Omega Acquisition, a company owned by Harold Hamm. Omega will tender for all shares not held by the Hamm Family (and not underlying unvested awards) at $74.28 cash per share, up from the $70.00 proposal in June, then merge into Continental, leaving it wholly owned by the Hamm Family. The board, on a special committee's unanimous recommendation, backs the deal, which is expected to close before December 31, 2022. Closing conditions include an average crude price of at least $60.24 per barrel. The deal will be funded with cash, the existing revolver and a new term loan. If the agreement ends under certain circumstances, a $250M dividend to unaffiliated shareholders is payable.

business combination

Continental disclosed that Harold Hamm, with his family trusts, made a non-binding proposal to buy all shares not already held by the Hamm Family for $70.00 cash per share, about a 9% premium to the June 13, 2022 close. The Hamm Family holds about 83% of the shares; the board plans a special committee of independent directors to review it, and no agreement or tender offer exists yet. This is a preliminary-communications filing (press release and employee emails).

business combination

The Permian acquisition from the Parsley Energy sellers closed on December 21, 2021, in line with the expected date. The company paid about $2.74 billion in cash at closing, after adjustments and applying a $325 million deposit, funded from cash on hand, credit facility borrowing and senior notes. Financial statements and pro forma figures for the acquired business are to be filed later by amendment.

asset acquisition disposition

On November 22, 2021 the company closed the $1.6 billion note sale priced November 9: $800 million of 2.268% notes due November 15, 2026 and $800 million of 2.875% notes due April 1, 2032, issued under an indenture with Wilmington Trust. The notes are unsecured and guaranteed by Banner, CLR Asset Holdings and TMRC (three of six subsidiaries). They carry a make-whole call before November 15, 2023 (2026 notes) and January 1, 2032 (2032 notes), a $25 million cross-default, and a cap on secured debt at 15% of adjusted consolidated net tangible assets. This completes the notes offering that was priced earlier in the month.

debt financing

On November 9, 2021 the company priced a private placement of $800 million of 2.268% senior notes due 2026 and $800 million of 2.875% senior notes due 2032, expected to close November 22, 2021. The press release says proceeds will fund part of the Pioneer (Parsley) acquisition price and offering costs, with general corporate purposes, possibly including debt repayment, if the deal does not close. This is the first stated piece of the debt financing for the Permian purchase.

material agreement

On November 1, 2021 the company agreed to buy Jagged Peak Energy LLC (which owns Parsley SoDe Water LLC) and other Permian Basin assets from Parsley Energy entities, with Pioneer Natural Resources party for limited purposes, for $3.25 billion in cash. The assets include about 92,000 net acres in Ward, Winkler, Reeves and Pecos Counties, Texas, about 50,000 net royalty acres, about 55,000 barrels of oil equivalent per day (about 70% oil) and water infrastructure. A 10% deposit has been paid. The company expects to fund it with cash, credit facility borrowing, and debt securities and/or term loans, and expects closing around December 21, 2021, subject to conditions. This is a new Permian position alongside the Bakken and Oklahoma assets.

material agreement

On October 29, 2021 the company signed a new unsecured $1.7 billion revolving credit agreement, maturing October 2026 (extendable under its terms), with MUFG Union Bank as agent. It replaces the $1.5 billion facility from April 2018 that was due in April 2023, which was terminated with no prepayment penalties. The facility can grow by up to $2.3 billion more, keeps the 0.65 to 1.00 net debt to capitalization limit and a $100 million cross-default, and is guaranteed by the same three subsidiaries.

debt financing

Continental closed the $1.5 billion 5.75% senior notes due January 15, 2031 under a November 25, 2020 indenture (Wilmington Trust trustee), guaranteed by Banner Pipeline, CLR Asset Holdings and The Mineral Resources Company. The filing says part of the proceeds repaid revolver borrowings and bought 2022 and 2023 notes in the tender offers. A press release says the tender offers were upsized from $1.0 billion to about $1.27 billion, with about $1.47 billion tendered by the early date. This completes the November 10 pricing and starts reducing the 2022 and 2023 notes.

debt financing

On November 10, 2020 Continental priced $1.5 billion of 5.75% senior notes due 2031, upsized from a proposed $1.0 billion, sold at par to institutional buyers, with closing expected November 25, 2020. Proceeds are intended to fund tender offers for part of its 5.0% notes due 2022 and 4.5% notes due 2023, with any excess going to general corporate purposes, including repaying part of the revolver.

material agreement

On April 9, 2018 Continental signed a new unsecured $1.5 billion revolving credit agreement with MUFG Union Bank as agent, maturing April 2023 and expandable by up to $2.5 billion more. It replaced the earlier $2.75 billion revolver due May 2019 (the May 16, 2014 agreement), which was terminated with no prepayment penalties. The new facility has a net debt to capitalization limit of 0.65 to 1.0. This resolves the open question about the revolver's terms.

debt financing

The $1 billion 4 3/8% senior notes due January 15, 2028 closed on Dec 8, 2017 under a Wilmington Trust indenture, guaranteed by Banner Pipeline, CLR Asset Holdings and The Mineral Resources Company. The filing says the proceeds were used to repay and terminate the $500 million term loan and repay part of the revolver, and the company agreed to offer a registered exchange within 400 days (about January 2019).

debt financing

On Dec 4, 2017 Continental priced a $1 billion private sale of 4 3/8% senior unsecured notes due 2028, sold at par, with Merrill Lynch as representative of the initial purchasers. It said it intends to use the proceeds to repay in full and terminate its $500 million term loan and to repay part of its revolver borrowings; closing was expected Dec 8, 2017.

material agreement

Continental closed the $1.0 billion 3.800% notes due June 1, 2024 and $700 million 4.900% notes due June 1, 2044 on May 19, 2014 under a new indenture with Wilmington Trust, with interest paid June 1 and December 1 from December 2014. Banner Pipeline and CLR Asset Holdings guarantee them. It agreed to exchange them for registered notes within about 400 days. This completes the May 12 pricing and starts a new exchange obligation; part of the proceeds is intended to repay the revolver in full.

debt financing

On May 16, 2014 Continental signed a new unsecured $1.75 billion revolving credit agreement maturing May 2019, which can be increased by up to $2.25 billion with lender agreement, and ended its 2010 credit agreement with no prepayment penalties. The new facility replaces the earlier $1.5 billion revolver due July 2015 and carries a maximum debt-to-capitalization ratio of 0.65 to 1.0. It resolves the long-running 2010 revolver thread.

debt financing

On May 12, 2014 Continental priced a private sale of $1.0 billion of 3.800% notes due 2024 and $700 million of 4.900% notes due 2044, with Merrill Lynch as lead purchaser and Banner Pipeline and CLR Asset Holdings as guarantors. Proceeds are intended to repay the revolving credit facility in full, fund redemption of its 8 1/4% senior notes due 2019, and for general purposes. This is another note sale after the $1.5 billion of 2023 notes in April 2013.

material agreement

On December 11, 2013 Continental signed Amendment No. 4 to its Union Bank credit agreement. It switched to an Additional Covenant Period (effective December 6), so borrowings no longer have a borrowing base, and the lenders released the oil and gas properties pledged as collateral effective December 12. The company must now keep a ratio of present value to funded debt of at least 1.5 to 1 (down from 1.75), and the pricing grid is now the kind typical for investment-grade companies. This follows through on the rating-based options added in Amendment No. 2 in April 2013. The filing does not state the company's current ratings.

material agreement

Continental closed the $1.5 billion of 4 1/2% senior notes due 2023 on April 5, 2013 under a new indenture with Wilmington Trust. Interest is paid April 15 and October 15 from October 2013, the notes mature April 15, 2023, and Banner Pipeline and CLR Asset Holdings guarantee them. It plans to repay in full the amount outstanding under its revolver with part of the proceeds, and agreed to exchange the notes for registered ones within about 400 days. This completes the April pricing and starts a new exchange obligation.

debt financing

On April 2, 2013 Continental priced $1.5 billion of 4 1/2% senior unsecured notes due 2023 at par, sold to institutional buyers, with Merrill Lynch as lead purchaser and Banner Pipeline and CLR Asset Holdings as guarantors. Proceeds are intended to repay revolver borrowings and for general corporate purposes. This is another note sale after the $2.0 billion of 2022 notes raised in 2012, and it adds a second guarantor subsidiary.

material agreement

The Wheatland acquisition closed on August 13, 2012: Continental received Wheatland's oil and gas properties in Mississippi, Montana, North Dakota and Oklahoma in exchange for 3,916,157 new shares, valued at $313,292,574 at closing. The shares went to Hamm's trust and Hume (75%/25%), who also received registration rights (demand and piggyback, $40 million minimum). This resolves the Wheatland thread; the filing does not state the vote result, and the closing value is below the $340 million unadjusted price.

capital raising announcement

Continental closed the $1.2 billion add-on of 5.0% notes due 2022 on August 16, 2012, now totalling $2.0 billion with the March notes, guaranteed by Banner Pipeline. It agreed to a registration rights agreement to exchange them for registered notes, aiming to complete within 400 days of issue, with extra interest owed if it misses deadlines. This completes the August pricing and starts a new exchange-offer obligation for the added notes; the filing repeats the plan to repay revolver borrowings.

debt financing

On August 13, 2012 Continental priced an additional $1.2 billion of its 5.0% senior notes due 2022 at 102.375% of par (yield to worst 4.624%), under the same March 2012 indenture, bringing the total to $2.0 billion. Proceeds are intended to repay revolver borrowings and for general corporate purposes. This adds to the $800 million of 2022 notes sold in March 2012.

material agreement

On July 26, 2012 Continental amended its 2010 bank credit agreement (Union Bank agent), raising commitments from $1.25 billion to $1.5 billion and the borrowing base from $2.25 billion to $2.75 billion. It also loosened terms: the debt-to-EBITDAX limit rose from 3.75 to 4, and the share of reserves pledged as security fell from 85% to 80% (unless a collateral coverage ratio of at least 1.75 is met). This updates the revolver described earlier; the filing's stated prior figures differ from the figures in the earlier context.

material agreement

Continental sent shareholders the final proxy for a special meeting on August 10, 2012 (record date June 29, 2012) to vote on issuing shares to buy Wheatland Oil, which is owned 75% by Harold Hamm's trust and 25% by Jeffrey Hume. The price is $340 million unadjusted, paid in stock; the fee table uses 3,900,424 shares. This continues the Wheatland thread: the vote moved to a special meeting dated after the June 14 annual meeting, which the earlier filings had pointed to as the vote date.

business combination

Continental filed a preliminary proxy statement for its June 14, 2012 annual meeting (record date April 17, 2012). Alongside director elections and auditor ratification, shareholders will vote on issuing shares for the Wheatland purchase agreed on March 27, 2012. The fee table values the deal at $340 million, based on 3,900,424 shares at $87.17. The filing is preliminary, and the outstanding share count and mailing dates are left blank. This follows up the earlier Wheatland announcement and the routine meeting notices.

business combination

On March 27, 2012 Continental agreed to buy substantially all the oil and gas properties of Wheatland Oil Inc. (in Mississippi, Montana, North Dakota and Oklahoma) for $340 million, paid in Continental shares. Wheatland is owned 75% by CEO Harold Hamm's revocable trust and 25% by President and COO Jeffery Hume, so this is a related-party deal. The share count depends on a 20-day average price, with the price floored at $80.00 and capped at $87.18, giving about 3.9 million to 4.25 million shares before adjustments. It needs approval at the 2012 annual meeting, where the issuance will not count as approved unless a majority of shares held by outsiders (excluding directors, executive officers, Hamm and Hume and their affiliates) vote yes. The disinterested directors approved it on a special committee's recommendation. The press release describes Wheatland's main assets as about 5% of the interest Continental acquired under a 2002 Bakken participation agreement. Hamm and Hume also get registration rights for the shares.

capital raising announcement

The $800 million 5.0% senior unsecured notes closed under a March 8, 2012 indenture with Wilmington Trust, National Association, guaranteed by Banner Pipeline. They mature September 15, 2022, with interest each March 15 and September 15 starting September 15, 2012, and are redeemable from March 15, 2017. A registered exchange is to be completed within about 400 days. This completes the deal priced on March 5; the filing describes Banner as one of two subsidiaries.

debt financing

On March 5, 2012 Continental priced $800 million of 5.0% senior unsecured notes due 2022, sold at par in a private placement to initial purchasers led by Merrill Lynch. Part of the proceeds will repay revolver borrowings, with the press release adding general corporate purposes. It is a third bond sale after the 2020 and 2021 notes and again carries a promise to later register the notes.

material agreement

On March 3, 2011 Continental and three Hamm family trusts agreed to sell 10,000,000 shares at $68.00 each, closing March 9, 2011. The company sold 9,170,000 shares and the trusts sold 830,000. The company's expected net proceeds are about $600.2 million, to fund its increased 2011 capital budget and repay all amounts outstanding under the $750 million revolver. This means new shares were issued, diluting existing holders, and continues the pre-funding of the accelerated drilling program.

material agreement

The $400 million 7 1/8% notes due April 1, 2021 closed on September 16, 2010 under an indenture with Wilmington Trust FSB. Like the 2020 notes they are unsecured, guaranteed by Banner Pipeline and rank behind secured bank debt. Interest is paid each April 1 and October 1 starting April 1, 2011, and an exchange offer for registered notes is due within about 400 days. The filing says the revolving credit facility was repaid with the proceeds.

debt financing

On September 13, 2010 Continental priced $400 million of 7 1/8% senior unsecured notes due 2021, sold at par to initial purchasers (Banc of America Securities, J.P. Morgan Securities, RBS Securities). Proceeds are to repay the revolving credit facility borrowings and pre-fund part of its accelerated capital program. This is a second bond sale after the $200 million issue in April.

material agreement

Continental said its own internal estimate shows proved reserves up 21% to 310 million barrels of oil equivalent at mid-2010, from 257 million at year-end 2009, mainly from North Dakota Bakken drilling. It also reported 13 operated Bakken wells completed since July 1 averaging 1,070 barrels of oil equivalent per day in one-day tests, plus a Montana Elm Coulee well at 827. Ryder Scott did not review the mid-year figure but will prepare the year-end report.

drilling progress report

On June 30, 2010 Continental replaced its bank credit agreement with a new one led by Union Bank, N.A. The borrowing base rises to $1.3 billion from $1.0 billion and maturity extends to July 1, 2015 from April 2011. Commitments stay at $750 million, with maximum size raised to $2.5 billion, and at least 85% of proven reserves secure the loans. Covenants require a total debt to EBITDAX ratio of no more than 3.75 to 1.

debt financing

The $200 million 7 3/8% notes due October 1, 2020 closed on April 5, 2010 under an indenture with Wilmington Trust FSB as trustee. They are unsecured, guaranteed by subsidiary Banner Pipeline, rank behind the secured revolving credit facility, and carry restrictions on extra debt, dividends and asset sales. The company must also register an exchange offer for the notes within about 400 days.

debt financing

Continental agreed on March 30, 2010 to sell $200 million of 7 3/8% senior unsecured notes due 2020 to initial purchasers (Banc of America Securities, RBS Securities, J.P. Morgan Securities), priced to yield 7.5%. Per the filing, proceeds were used to partly repay its revolving credit facility, so this swaps bank borrowing for long-term bond debt.

material agreement