OKLAHOMA CITY, Nov. 24, 2020 /PRNewswire/ -- Continental
Resources, Inc. (NYSE: CLR) ("Continental" or the "Company")
announced today the results to date of Continental's previously
announced 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" and collectively, the "Notes"), subject
to a limit of $200 million aggregate
principal amount of 2023 Notes that may be purchased in the Tender
Offers (the "2023 Series Cap").
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The Company has amended the Aggregate Maximum Tender Amount to
increase the aggregate principal amount of Notes subject to the
Tender Offers from $1.0 billion to
approximately $1.27 billion, as well
as to increase the 2023 Series Cap to $800
million. All other terms of the Tender Offers remain
unchanged. Based on information provided by D.F. King and
Co., the tender agent for the Tender Offers, approximately
$1.47 billion aggregate principal
amount of Notes were validly tendered (and not validly withdrawn)
at or prior to 5:00 p.m.,
New York City time, on
November 24, 2020 (the "Early Tender
Date"). The following table sets forth the approximate aggregate
principal amounts of each series of Notes that were validly
tendered (and not validly withdrawn) as of the Early Tender Date
and the principal amounts that, subject to satisfaction of the
conditions to the Tender Offers described below, are expected to be
accepted for purchase pursuant to the Tender Offers:
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Title of
Notes
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CUSIP Numbers
/ ISIN
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Acceptance
Priority
Level
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Principal
Amount
Outstanding Prior
to the Tender
Offers(1)
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Total
Consideration
(2)(3)
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Principal
Amount
of Notes Tendered
|
Principal
Amount
of Notes Expected
to Be Accepted for
Purchase
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Proration
Factor(4)
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5.0% Senior Notes
due 2022
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212015AH4;
212015AG6;
U21180AA9
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1
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$
1,100,000,000
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$
1,002.50
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$
469,218,000
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$
469,218,000
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100.0%
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4.5% Senior Notes
due 2023
|
212015AL5
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2
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$
1,449,625,000
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$
1,030.00
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$
1,001,075,000
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$
800,000,000
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79.9%
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_________________________
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(1)
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As of the date of the
Offer to Purchase (as defined below).
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(2)
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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).
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(3)
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Includes the Early
Tender Premium (as defined below).
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(4)
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The final proration
factor has been rounded to the nearest tenth of a percentage point
for presentation purposes.
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Subject to satisfaction of the conditions to the Tender Offers
set forth in the Offer to Purchase dated November 10, 2020 (the "Offer to Purchase"), the
Company expects to accept and pay for Notes tendered prior to the
Early Tender Date, subject to the proration described herein, on or
about November 25, 2020 (the "Early
Settlement Date"). Holders of Notes that have been accepted for
purchase in connection with the Early Tender Date will receive the
applicable Total Consideration set forth in the table above, which
includes an early tender premium of $30.00 per $1,000
principal amount of the Notes accepted for purchase (the "Early
Tender Premium"). The deadline for holders to validly withdraw
tenders of Notes has passed. Accordingly, tendered Notes may no
longer be withdrawn or revoked, except in certain limited
circumstances where additional withdrawal or revocation rights are
required by law.
Because the Aggregate Maximum Tender Amount of Notes were
tendered and not withdrawn prior to the Early Tender Date, the
Company does not expect to accept for purchase any tenders of Notes
after the Early Tender Date.
The Tender Offers are subject to the satisfaction of the
conditions described in the Offer to Purchase. Such conditions may
be waived by the Company in its sole discretion, subject to
applicable law. Any waiver of a condition by the Company will not
constitute a waiver of any other condition.
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. The Company'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 Company's separately
announced offering of 5.75% Senior Notes due 2031 (the "Debt
Financing"). Nothing contained herein shall constitute an
offer of the 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
Forms 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:
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Media
Contact:
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Rory
Sabino
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Kristin
Thomas
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Vice President,
Investor Relations
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Senior Vice
President, Public Relations
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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
|
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