Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.