OKLAHOMA CITY, Nov. 10, 2020 /PRNewswire/ -- CONTINENTAL
RESOURCES, INC. (NYSE: CLR) ("Continental" or the
"Company") announced today the commencement of cash
tender offers (the "Tender Offers") to purchase up to $1.0 billion aggregate principal amount (the
"Aggregate Maximum Tender Amount") of its outstanding 5.0% senior
notes due 2022 (the "2022 Notes") and 4.5% senior notes due 2023
(the "2023 Notes") (collectively, the 2022 Notes and the 2023 Notes
are referred to herein as the "Notes") in the priorities set forth
in the table below; provided that the Company will not accept for
purchase more than $200 million
aggregate principal amount (as it may be increased by the Company,
the "2023 Series Cap") of the 2023 Notes.
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The following table sets forth certain terms of the Tender
Offers:
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|
|
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Dollars per $1,000
Principal
Amount of
Notes
|
Title of
Notes
|
CUSIP
Numbers
|
Aggregate
Principal
Amount
Outstanding
(1)
|
Acceptance
Priority
Level
|
Tender Offer
Consideration (2)
|
Early Tender
Premium
|
Total
Consideration
(2)(3)
|
5.0% Senior
Notes due
2022
|
212015AH4;
212015AG6;
U21180AA9
|
$
1,100,000,000
|
1
|
$
972.50
|
$
30.00
|
$
1,002.50
|
4.5% Senior
Notes due
2023
|
212015AL5
|
$
1,449,625,000
|
2
|
$
1,000.00
|
$
30.00
|
$
1,030.00
|
|
_________________________
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(1)
|
As of the date of the
Offer to Purchase.
|
(2)
|
Holders will also
receive accrued and unpaid interest from the applicable last
interest payment with respect to the Notes accepted for purchase
to, but not including, the Early Settlement Date (as defined below)
or the Final Settlement Date (as defined below), as
applicable.
|
(3)
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Includes the Early
Tender Premium.
|
The terms and conditions of the Tender Offers are described in
an Offer to Purchase, dated November 10,
2020 (the "Offer to Purchase"). Continental intends to
fund the Tender Offers, including accrued interest and fees and
expenses payable in connection with the Tender Offers, with the net
proceeds of its separately announced proposed offering of debt
securities (the "Debt Financing"), together with, if necessary,
borrowings from its bank credit facility or cash on hand.
Holders of Notes that are validly tendered (and not validly
withdrawn) at or prior to 5:00 p.m.,
New York City time, on
November 24, 2020 (such date and
time, as it may be extended, the "Early Tender Date") and accepted
for purchase pursuant to the Tender Offers will receive the
applicable Total Consideration set forth in the table above, which
includes an early tender premium of $30 per $1,000
principal amount of the Notes accepted for purchase (the "Early
Tender Premium"). Holders of Notes tendering their Notes after the
Early Tender Date will only be eligible to receive the applicable
Tender Offer Consideration for such series of Notes set forth in
the table above, which is the applicable Total Consideration minus
the Early Tender Premium.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all holders of Notes accepted for
purchase will receive accrued and unpaid interest from and
including the last interest payment date applicable to the relevant
series of Notes up to, but not including, the applicable Settlement
Date (as defined below) for such Notes.
Tendered Notes may be withdrawn at any time prior to
5:00 p.m., New York City time, on November 24, 2020 (the "Withdrawal Date") and may
not be validly withdrawn thereafter except as provided in the Offer
to Purchase or applicable law.
The Tender Offers will expire at Midnight, New York City time, at the end of December 9, 2020, unless extended by Continental
in its sole discretion (the "Expiration Date").
Provided that the conditions to the applicable Tender Offer have
been satisfied or waived, and assuming acceptance for purchase by
Continental of the Notes validly tendered pursuant to the Tender
Offers, (i) payment for Notes validly tendered at or prior to the
Early Tender Date and accepted for purchase in the Tender Offers
will be made on the settlement date that is expected to be the
first business day following the Early Tender Date, or as promptly
as practicable thereafter (the "Early Settlement Date") and (ii)
payment for any Notes validly tendered after the Early Tender Date,
but at or prior to the Expiration Date, and accepted for purchase
in the Tender Offers will be made on the settlement date that is
expected to be the second business day following the Expiration
Date (the "Final Settlement Date" and, together with the related
Early Settlement Date, the "Settlement Dates").
Subject to the Aggregate Maximum Tender Amount, the 2023 Series
Cap and proration, the Notes accepted for payment on any Settlement
Date will be accepted in accordance with their Acceptance Priority
Levels set forth in the table above, with 1 being the higher
Acceptance Priority Level and 2 being the lower Acceptance Priority
Level; provided that Notes tendered at or prior to the Early Tender
Date will be accepted for purchase with priority over Notes
tendered after the Early Tender Date, even if such Notes tendered
after the Early Tender Date have a higher Acceptance Priority
Level.
Acceptance for tenders of any Notes may be subject to proration
if the aggregate principal amount for any series of Notes validly
tendered and not validly withdrawn would cause the Aggregate
Maximum Tender Amount to be exceeded. Furthermore, if the Tender
Offers are fully subscribed as of the Early Tender Date, holders
who validly tender Notes after the Early Tender Date will not have
any of such Notes accepted for purchase. If the principal amount of
the 2023 Notes validly tendered at or prior to the Early Tender
Date exceeds the 2023 Series Cap, the Company will not accept for
purchase any 2023 Notes tendered after the Early Tender Date.
The Company reserves the right, but is under no obligation, to
increase the Aggregate Maximum Tender Amount and the 2023 Series
Cap at any time, subject to compliance with applicable law, which
could result in the Company purchasing a greater aggregate
principal amount of Notes in the Tender Offers. There can be
no assurance that the Company will exercise its right to increase
the Aggregate Maximum Tender Amount or the 2023 Series Cap.
If the Company increases the Aggregate Maximum Tender Amount or the
2023 Series Cap, it does not expect to extend the Withdrawal Date,
subject to applicable law. Accordingly, holders should not
tender any Notes that they do not wish to have purchased in the
Tender Offers.
The Tender Offers are not contingent upon the tender of any
minimum principal amount of Notes. Continental's obligation to
accept for purchase and to pay for the Notes validly tendered in
any Tender Offer is subject to and conditioned on the satisfaction
or waiver of the conditions described in the Offer to Purchase,
including the completion of the Debt Financing. Continental
reserves the right, subject to applicable law, to: (a) extend the
Early Tender Date, Withdrawal Date or Expiration Date to a later
date and time as announced by the Company; (b) increase the
Aggregate Maximum Tender Amount and the 2023 Series Cap; (c) waive
or modify in whole or in part any or all conditions to the Tender
Offers; (d) delay the acceptance for purchase of any Notes or delay
the purchase of any Notes; or (e) otherwise modify or terminate one
or more of the Tender Offers.
If the Tender Offers are not consummated, or if we purchase less
than the Aggregate Maximum Tender Amount in the Tender Offers, we
may exercise our right under the indenture to redeem all or part of
the 2022 Notes that remain outstanding afterward, although we have
no legal obligation to do so and the selection of any particular
redemption date is in our discretion. The current redemption price
of the 2022 Notes is equal to 100.00%, which is less than the Total
Consideration, plus accrued and unpaid interest, if any, to the
date of redemption.
The dealer manager for the Tender Offers is BofA Securities. Any
questions regarding the terms of the Tender Offers should be
directed to the Dealer Manager, BofA Securities at (980) 386-6026
(all call) or debt_advisory@bofa.com. The information agent
and tender agent is D.F. King & Co., Inc. Any questions
regarding procedures for tendering Notes or requests for copies of
the Offer to Purchase or other documents relating to the Tender
Offers should be directed to the information agent for the Tender
Offers, D.F. King & Co., Inc., at (877) 732-3619 (toll-free),
(212) 269-5550 (all others) or clr@dfking.com, or by visiting
www.dfking.com/clr.
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such offer, solicitation, or sale would be
unlawful. The offer is being made solely pursuant to the terms and
conditions set forth in the Offer to Purchase. Nothing contained
herein shall constitute an offer of the debt securities that are
the subject of the Debt Financing.
About Continental Resources
Continental Resources (NYSE: CLR) is a top 10 independent oil
producer in the U.S. and a leader in America's energy renaissance.
Based in Oklahoma City,
Continental is the largest leaseholder and the largest producer in
the nation's premier oil field, the Bakken play of North Dakota and Montana. The Company also has significant
positions in Oklahoma, including
its SCOOP Woodford and SCOOP Springer discoveries and the STACK
plays. With a focus on the exploration and production of oil,
Continental has unlocked the technology and resources vital to
American energy independence and our nation's leadership in the new
world oil market. In 2020, the Company will celebrate 53 years of
operations. For more information, please visit
www.CLR.com.
Cautionary Statement for the Purpose of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act of
1995
This press release includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements
included in this press release other than statements of historical
fact, including, but not limited to, expectations regarding the
completion of the Debt Financing and the Tender Offers are
forward-looking statements. When used in this press release, the
words "could," "may," "believe," "anticipate," "intend,"
"estimate," "expect," "project," "budget," "target," "plan,"
"continue," "potential," "guidance," "strategy," and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such
identifying words.
Forward-looking statements are based on the Company's current
expectations and assumptions about future events and currently
available information as to the outcome and timing of future
events. Although the Company believes these assumptions and
expectations are reasonable, they are inherently subject to
numerous business, economic, competitive, regulatory and other
risks and uncertainties, most of which are difficult to predict and
many of which are beyond the Company's control. No assurance can be
given that such expectations will be correct or achieved or that
the assumptions are accurate. The risks and uncertainties include,
but are not limited to, commodity price volatility; the geographic
concentration of our operations; financial market and economic
volatility; the effects of any national or international health
crisis; the inability to access needed capital; the risks and
potential liabilities inherent in crude oil and natural gas
drilling and production and the availability of insurance to cover
any losses resulting therefrom; difficulties in estimating proved
reserves and other reserves-based measures; declines in the values
of our crude oil and natural gas properties resulting in impairment
charges; our ability to replace proved reserves and sustain
production; our ability to pay future dividends or complete share
repurchases; the availability or cost of equipment and oilfield
services; leasehold terms expiring on undeveloped acreage before
production can be established; our ability to project future
production, achieve targeted results in drilling and well
operations and predict the amount and timing of development
expenditures; the availability and cost of transportation,
processing and refining facilities; legislative and regulatory
changes adversely affecting our industry and our business,
including initiatives related to hydraulic fracturing and
greenhouse gas emissions; increased market and industry
competition, including from alternative fuels and other energy
sources; and the other risks described under Part I, Item 1A. Risk
Factors and elsewhere in the Company's Annual Report on Form 10-K
for the year ended December 31, 2019,
our Form 10-Q for the quarters ended March
31, 2020, June 30, 2020 and
September 30, 2020, registration
statements and other reports filed from time to time with the SEC,
and other announcements the Company makes from time to time.
Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date on
which such statement is made. Should one or more of the risks or
uncertainties described in this press release occur, or should
underlying assumptions prove incorrect, the Company's actual
results and plans could differ materially from those expressed in
any forward-looking statements. All forward-looking statements are
expressly qualified in their entirety by this cautionary statement.
Except as otherwise required by applicable law, the Company
undertakes no obligation to publicly correct or update any
forward-looking statement whether as a result of new information,
future events or circumstances after the date of this report, or
otherwise.
Investor
Contact:
|
Media
Contact:
|
Rory
Sabino
|
Kristin
Thomas
|
Vice President,
Investor Relations
|
Senior Vice
President, Public Relations
|
405-234-9620
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405-234-9480
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Rory.Sabino@CLR.com
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Kristin.Thomas@CLR.com
|
|
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Lucy
Guttenberger
|
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Investor Relations
Analyst
|
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405-774-5878
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Lucy.Guttenberger@CLR.com
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SOURCE Continental Resources