22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC 10%+ owner 2015 Shelly Glenn Lambertz Trust I disposed of 5,380,561 shares via option/appreciation-right settlement.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC 10%+ owner 2015 Deana Ann Cunningham Trust 1 disposed of 5,380,561 shares via option/appreciation-right settlement.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC 10%+ owner Harold Thomas Hamm disposed of 28,767,596 shares via option/appreciation-right settlement.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC director Timothy Garth Taylor disposed of 57,085 shares via option/appreciation-right settlement.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC director Shelly Lambertz disposed of 28,571,403 shares via option/appreciation-right settlement.
22 Nov 2022substantial holder notice● Neutral
Harold G. Hamm reported no remaining CONTINENTAL RESOURCES, INC shareholding in its periodic institutional filing.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC director Mark E Monroe disposed of 207,088 shares via option/appreciation-right settlement.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC 10%+ owner Harold Thomas Hamm Trust II disposed of 23,302,648 shares via option/appreciation-right settlement.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC 10%+ owner Deana Ann Cunningham disposed of 28,768,467 shares via option/appreciation-right settlement.
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 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC Chief Executive Officer William B Berry disposed of 1,255,615 shares via option/appreciation-right settlement.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC 10%+ owner Hilary Honor Hamm disposed of 28,418,182 shares via option/appreciation-right settlement.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC 10%+ owner 2015 Shelly Glenn Lambertz Trust II disposed of 22,962,483 shares via option/appreciation-right settlement.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC 10%+ owner Harold Thomas Hamm Succession Trust disposed of 84,387 shares via option/appreciation-right settlement.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC 10%+ owner Jane Elizabeth Hamm Lerum disposed of 28,635,433 shares via option/appreciation-right settlement.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC 10%+ owner 2015 Hilary Honor Hamm Trust II disposed of 22,908,969 shares via option/appreciation-right settlement.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC 10%+ owner 2015 Jane Hamm Lerum Trust I disposed of 5,507,764 shares via option/appreciation-right settlement.
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.
22 Nov 2022substantial holder notice● Neutral
Roger Clement, Shelly Glenn Lambertz, Harold Thomas Hamm, Hilary Honor Hamm, Jane Elizabeth Hamm Lerum, Deana Ann Cunningham, Jackson Alexander White reported no remaining CONTINENTAL RESOURCES, INC shareholding in its periodic institutional filing.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC 10%+ owner Shelly Glenn Lambertz Succession Trust disposed of 83,658 shares via option/appreciation-right settlement.
22 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC director Harold Hamm disposed of 156,405,095 shares via option/appreciation-right settlement.
18 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC Vice Chairman of SGI Jeff B Hume gifted 300,000 shares.
18 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC CFO, EVP of Strategic Planning John D Hart gifted 3,203 shares.
18 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC director Mark E Monroe gifted 39,000 shares.
18 Nov 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC Chief Executive Officer William B Berry gifted 72,850 shares.
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.