3 Jan 2023listing compliance notice▼ BadMajor
CONTINENTAL RESOURCES, INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
23 Nov 2022listing compliance notice● NeutralMajor
CONTINENTAL RESOURCES, INC's exchange filed to remove a class of its securities from listing.
22 Nov 2022business combination● NeutralMajor
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.
22 Nov 2022business combination● NeutralMajor
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.
22 Nov 2022business combination● NeutralMajor
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.
22 Nov 2022business combination● NeutralMajor
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.
10 Nov 2022business combination● Neutral
Amendment No. 2 to the going-private statement (Schedule 13E-3) only updates the exhibit list, adding the November 10 amendment to the tender offer filing. The $74.28 cash price and the Hamm Family's decision not to tender are unchanged. It adds no new deal terms and continues the take-private.
10 Nov 2022material agreement● Neutral
Continental's own 8-K confirms the $750M unsecured term loan signed November 10, 2022 with MUFG Bank as agent, maturing November 2025, and Amendment No. 2 to the October 2021 revolver, which aligns its change-in-control definition with the term loan. After the merger, the term loan treats it as a default if the Hamm Group stops holding more than 50% of the voting stock. This is the same financing already described in the Omega tender offer amendment; this filing adds the company's own report, with the borrowing rate options and a default trigger for debt over $100M.
10 Nov 2022business combination● NeutralMajor
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.
7 Nov 2022business combination● Neutral
Omega's first amendment to the tender offer filing corrects some disclosures; the $74.28 price and terms are unchanged. Hamm's adviser Intrepid will receive a total fee of $11.85M, of which $10.7M is payable only if the deal closes. The ownership table shows the Hamm Family group holding 299,736,024 shares (82.6%), with Hamm himself at 184,862,306 (50.9%) on 363,019,728 shares outstanding as of October 16. The background section now refers to the Schedule 14D-9. This continues the take-private.
7 Nov 2022business combination● Neutral
Amendment No. 1 to the going-private statement (Schedule 13E-3) mainly updates the exhibit list. It adds the November 7 amendment to the tender offer filing and Evercore's discussion materials for the special committee (July to October 2022) and Intrepid's materials to Hamm (July to September 2022). The terms are unchanged: $74.28 cash, Hamm Family not tendering. This continues the take-private and adds no new deal terms.
25 Oct 2022business combination● Neutral
Continental, Omega Acquisition, Harold Hamm and his family members and trusts filed the going-private statement (Schedule 13E-3) that accompanies the $74.28 cash tender offer launched October 24. It restates the known structure: the Hamm Family (about 83%) will not tender, Omega merges into Continental, which ends up wholly owned by the Hamm Family, delisted from the NYSE and deregistered, with no shareholder vote under Oklahoma law. It adds some new detail: Hamm bought shares in the past two years at average prices from about $16.73 (Sept 2020 quarter, 4,582,758 shares) to $59.27 (March 2022 quarter, 336,844 shares). On February 10, 2022 family entities also repaid $700M notes issued to Hamm in 2015 by delivering 13,912,204 shares, which the filing values at an average of $55.00 per share. Most other items are incorporated by reference from the offer documents. This continues the take-private.
24 Oct 2022business combination● NeutralMajor
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.
24 Oct 2022business combination● NeutralMajor
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.
17 Oct 2022business combination● NeutralMajor
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.
17 Oct 2022business combination● Neutral
Continental filed the 8-K (labelled SC TO-C) announcing the October 16, 2022 merger agreement with Omega Acquisition, owned by Harold Hamm: $74.28 cash per share for roughly 58 million shares not held by the Hamm Family, which owns about 83%. It repeats the same-day 8-K and press release, so it adds no new terms. It follows the $70.00 proposal of June 2022 and the tender offer had not yet started.
17 Oct 2022business combination● Neutral
Continental filed the preliminary Schedule 14D-9 communications (press release and employee emails) announcing the October 16 merger agreement with Hamm's Omega Acquisition: $74.28 cash per share for about 58 million public shares, a 15% premium to the June 13 close. The release says the tender offer has not started and no shareholder vote is required. Dividends stop until closing, since the price includes $0.28 in lieu of the Q3 2022 dividend. This repeats the 8-K terms and adds no new ones.
17 Oct 2022business combination▲ GoodMajor
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.
14 June 2022business combination● Neutral
Continental filed an 8-K (labelled SC TO-C) furnishing the same June 14, 2022 press release and Mr. Hamm's employee email about the Hamm Family's non-binding $70.00 per share cash proposal. It adds nothing new beyond that announcement; no agreement had been reached.
14 June 2022business combination● NeutralMajor
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).
22 Dec 2021asset acquisition disposition● NeutralMajor
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.
22 Nov 2021debt financing● NeutralMajor
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.
10 Nov 2021material agreement● NeutralMajor
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.
5 Nov 2021material agreement● NeutralMajor
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.
3 Nov 2021debt financing▲ GoodMajor
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.
25 Nov 2020debt financing▲ GoodMajor
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.
12 Nov 2020material agreement● NeutralMajor
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.
12 Apr 2018debt financing● NeutralMajor
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.
6 Apr 2018business combination● Neutral
Continental filed a registration statement to swap up to $1.0 billion of its privately issued 4.375% senior notes due 2028 (issued December 8, 2017) for identical notes registered with the SEC. This is the registered exchange promised to holders when the notes were sold; the terms stay the same, no new money is raised, and the expiry date is left blank in this draft.
12 Dec 2017debt financing● NeutralMajor
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).