Item 1.01 Entry into a Material Definitive Agreement.
On April 9, 2018, Continental Resources, Inc. (the Company) as borrower, and its subsidiaries Banner Pipeline Company, L.L.C., CLR Asset
Holdings, LLC and The Mineral Resources Company as guarantors, entered into an unsecured Revolving Credit Agreement with MUFG Union Bank, N.A., as Administrative Agent, MUFG Union Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, TD Securities (USA) LLC and Mizuho Bank, Ltd., as Joint Lead Arrangers and Joint Bookrunners, Compass Bank, Citibank, N.A., Export Development Canada, ING Bank, JPMorgan Chase Bank, N.A., U.S. Bank National Association and Wells Fargo
Bank, N.A., as
Co-Documentation
Agents and the other lenders named therein (the Credit Facility). Under the Credit Facility, the Company has a borrowing capacity of $1.5 billion and the Credit
Facility has a maturity date in April 2023. The amount available under the Credit Facility can be increased by up to an additional $2.5 billion in the future upon the agreement of the Company and participating lenders. The Credit Facility
replaced the Companys $2.75 billion unsecured revolving credit facility that was due to mature in May 2019.
The terms of the Credit Facility
include covenants limiting the amount of debt that can be incurred by the Companys subsidiaries that do not guarantee the Credit Facility and that restrict the ability of the Company and its Restricted Subsidiaries (as such term is defined in
the Credit Facility) to incur liens and engage in sale and leaseback transactions. The Credit Facility also contains a financial covenant that requires the Company to maintain a net debt to capitalization ratio that does not exceed 0.65 to 1.0. The
Credit Facility also includes a covenant that restricts the ability of the Company to merge, consolidate or sell all or substantially all of its assets.
The Credit Facility includes events of default relating to customary matters, including, among other things, nonpayment of principal, interest or other
amounts; violation of covenants; incorrectness of representations and warranties in any material respect; cross default and cross acceleration with respect to certain
non-payments
in connection with
indebtedness in an aggregate principal amount of $100 million or more; bankruptcy; judgments involving liability of $100 million or more that are not paid; and ERISA events. Many events of default are subject to customary notice and cure
periods.
MUFG Union Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, TD Securities (USA) LLC and Mizuho Bank, Ltd. were Joint
Lead Arrangers and Joint Bookrunners. In addition, certain of the lenders party to the Credit Facility, and their respective affiliates, have performed, and may in the future perform, various commercial banking, investment banking and other
financial advisory services for the Company and its subsidiaries for which they have received, and will receive, customary fees and expenses.
The above
description of the material terms and conditions of the Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Facility, which is filed as Exhibit 10.1 hereto.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the execution and delivery of the Credit Facility described in Item 1.01 above, the Company terminated its then-existing Revolving
Credit Agreement dated May 16, 2014, as amended, among the Company, as borrower, and its subsidiaries Banner Pipeline Company, L.L.C., CLR Asset Holdings, LLC and The Mineral Resources Company, as guarantors, and MUFG Union Bank, N.A., as
Administrative Agent, MUFG Union Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Joint Lead Arrangers and Joint Bookrunners, Bank of America, N.A., Compass Bank and The Royal Bank of Scotland plc, as
Co-Syndication
Agents, Citibank, N.A., JPMorgan Chase Bank, N.A., U.S. Bank National Association and Wells Fargo Bank, N.A., as
Co-Documentation
Agents and the other lenders
named therein (the Prior Credit Facility). The Company did not pay any prepayment penalties in connection with the termination of the Prior Credit Facility.