2 Nov 2022quarterly activities report● Neutral
CONTINENTAL RESOURCES, INC reported quarterly revenue of $2447.2 million and net income of $1013.1 million for the period ended 2022-09-30.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
2 Nov 2022quarterly activities report● Neutral
CONTINENTAL RESOURCES, INC reported quarterly revenue of $2447.2 million and net income of $1013.1 million for the period ended 2022-09-30.
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.
19 Oct 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 a CONTINENTAL RESOURCES, INC shareholding of 142,929,154 shares (39.40% of votes) in a periodic institutional filing.
19 Oct 2022substantial holder notice● Neutral
Harold G. Hamm reported a CONTINENTAL RESOURCES, INC shareholding of 184,862,306 shares (50.90% of votes) in a periodic institutional filing.
18 Oct 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC SVP, Land Robert Hagens had 18,292 shares withheld for taxes on vesting stock.
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.
1 Sept 2022securities registration● Neutral
CONTINENTAL RESOURCES, INC filed an automatic shelf registration, effective immediately as a well-known seasoned issuer.
18 Aug 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC President & COO Robert D. Lawler received 17,238 shares as part of the equity award.
28 July 2022quarterly activities report● Neutral
CONTINENTAL RESOURCES, INC reported quarterly revenue of $2650.5 million and net income of $1208.7 million for the period ended 2022-06-30.
28 July 2022quarterly activities report● Neutral
CONTINENTAL RESOURCES, INC reported quarterly revenue of $2650.5 million and net income of $1208.7 million for the period ended 2022-06-30.
15 June 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 a CONTINENTAL RESOURCES, INC shareholding of 142,929,154 shares (39.40% of votes) in a periodic institutional filing.
15 June 2022substantial holder notice● Neutral
Harold G. Hamm reported a CONTINENTAL RESOURCES, INC shareholding of 184,862,306 shares (51.00% of votes) in a periodic institutional filing.
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).
20 May 2022agm notice● Neutral
CONTINENTAL RESOURCES, INC shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
19 May 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC director Timothy Garth Taylor received 3,469 shares as part of the equity award.
19 May 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC director Ellis L Mccain received 3,469 shares as part of the equity award.
19 May 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC director Mark E Monroe received 3,469 shares as part of the equity award.
19 May 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC director Harold Hamm received 10,405 shares as part of the equity award.
19 May 2022director interest notice● Neutral
CONTINENTAL RESOURCES, INC director John T Mcnabb II received 3,469 shares as part of the equity award.
5 May 2022quarterly activities report● Neutral
CONTINENTAL RESOURCES, INC reported quarterly revenue of $2650.5 million and net income of $1208.7 million for the period ended 2022-06-30.
4 May 2022quarterly activities report● Neutral
CONTINENTAL RESOURCES, INC reported quarterly revenue of $2650.5 million and net income of $1208.7 million for the period ended 2022-06-30.
27 Apr 2022quarterly activities report● Neutral
CONTINENTAL RESOURCES, INC reported quarterly revenue of $1816.2 million and net income of $597.8 million for the period ended 2022-03-31.
7 Apr 2022agm notice● Neutral
CONTINENTAL RESOURCES, INC announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).