Past year: ▲ 68%(44.34 – 74.27 USD)
Each one in plain English, with the numbers worked through for a shareholder.
5 Dec 2017material agreement● NeutralMajor
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.
30 July 2014business combination● Neutral
Amendment No. 1 to the 2024/2044 notes exchange registration is an exhibit-only filing that re-files the auditor's and petroleum engineers' consents. The prospectus is unchanged and the filing has no new financial or business information.
20 June 2014business combination● Neutral
Continental filed a registration statement offering to swap up to $1.0B of its unregistered 3.800% notes due 2024 and up to $700M of its unregistered 4.900% notes due 2044 (issued May 19, 2014) for identical registered notes. This follows through on the registration rights from the May 2014 note sale; the terms are the same apart from removing transfer restrictions and registration rights, and the expiry date is left blank.
22 May 2014debt financing● NeutralMajor
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.
21 May 2014debt financing▲ GoodMajor
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.
13 May 2014material agreement● NeutralMajor
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.
12 Dec 2013material agreement▲ GoodMajor
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.
23 May 2013business combination● Neutral
Continental filed Amendment No. 1 to its registration statement for swapping up to $1.5 billion of the unregistered 4 1/2% notes due 2023 for identical registered notes. It continues the exchange offer first filed on 4/24/2013; the terms are unchanged and no new money is raised. The filing does not say the registration is effective or that the exchange has completed.
24 Apr 2013business combination● Neutral
Continental filed a registration statement to swap up to $1.5 billion of the unregistered 4 1/2% notes due 2023 for identical registered notes, guaranteed by Banner Pipeline and CLR Asset Holdings. This fulfils the registration rights promised when the notes were sold in April 2013; terms are unchanged and no new money is raised.
11 Apr 2013debt financing● NeutralMajor
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.
5 Apr 2013material agreement▲ Good
On April 3, 2013 Continental signed Amendment No. 2 to its 2010 credit agreement with Union Bank. It lets the company suspend borrowing base requirements if Moody's or S&P rates its debt Ba1/BB+ or higher, and release the oil and gas collateral if rated Baa3/BBB- or higher, with a 1.75-to-1 present value to debt test while only one agency is at that level. It continues the 2012 changes to the revolver; the filing does not say any rating threshold has been met.
3 Apr 2013material agreement● NeutralMajor
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.
21 Sept 2012business combination● Neutral
Continental filed a registration statement offering to swap up to $1.2 billion of the unregistered 5% notes due 2022 (issued August 16, 2012) for identical registered notes, guaranteed by Banner Pipeline. This carries out the exchange promised in the August registration rights agreement; the terms are the same and no new money is raised. The filing also says an earlier exchange offer for the original $800 million of 2022 notes expired August 14, 2012, which closes that open thread, though one unregistered CUSIP from those notes remains outstanding.
17 Aug 2012capital raising announcement● NeutralMajor
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.
16 Aug 2012debt financing● NeutralMajor
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.
14 Aug 2012material agreement● NeutralMajor
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.
1 Aug 2012material agreement▲ GoodMajor
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.
9 July 2012business combination● NeutralMajor
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.
2 July 2012business combination● Neutral
This is an exhibit-only amendment to the April 2012 registration for the 2022 notes exchange, re-filing the auditor's consent. The prospectus is unchanged and omitted, and the filing contains no new business or financial information.
27 Apr 2012business combination● Neutral
Continental filed the registration statement promised when it sold the 5% notes due 2022 in March 2012. It offers to swap up to $800 million of the unregistered notes for identical registered ones, with Banner Pipeline guaranteeing them. The new notes have the same terms as those issued March 8, 2012, except they are freely tradable. The exchange expiry date is blank and the filing is not yet effective. This continues the open thread on the 2022 notes exchange.
3 Apr 2012business combination● NeutralMajor
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.
2 Apr 2012capital raising announcement● NeutralMajor
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.
8 Mar 2012debt financing● NeutralMajor
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.
6 Mar 2012material agreement● NeutralMajor
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.
23 Mar 2011material agreement● Neutral
On March 18, 2011 Continental agreed to buy 20 Broadway Associates LLC from CEO and principal shareholder Harold Hamm for $22,961,628, including the purchase price, commissions and closing costs. The LLC's sole asset is an Oklahoma City building where Continental intends to locate its headquarters in 2012. The Board approved the deal; it is a related-party transaction with the CEO.
9 Mar 2011material agreement● NeutralMajor
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.
8 Dec 2010business combination● Neutral
Continental filed a registration statement offering to swap its $400 million 7 1/8% notes due 2021, issued September 16, 2010, for identical SEC-registered notes. This is the second exchange offer flagged earlier, following the one for the 2020 notes; terms are unchanged apart from the notes becoming freely tradable, and no new money is raised.
20 Oct 2010business combination● Neutral
Continental filed a registration statement offering to swap its $200 million 7 3/8% notes due 2020, issued April 5, 2010, for identical notes registered with the SEC. This is the exchange offer flagged earlier; the terms are unchanged apart from the notes becoming freely tradable, and it does not raise new money or change shareholder ownership.
17 Sept 2010debt financing● NeutralMajor
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.
14 Sept 2010material agreement● NeutralMajor
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.
