UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 – Other Events.
On November 9, 2021, Continental Resources, Inc., an Oklahoma corporation (the “Company”), issued a press release announcing that, subject to market conditions, it intends to commence an offering of senior notes due 2026 and senior notes due 2032 in a private placement to eligible purchasers. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
Such press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
Description | |
99.1 | Press release dated November 9, 2021, announcing offering of senior notes due 2026 and 2032. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CONTINENTAL RESOURCES, INC. | ||||||
(Registrant) | ||||||
Dated: November 9, 2021 | ||||||
By: | /s/ John D. Hart | |||||
John D. Hart | ||||||
Senior Vice President, Chief Financial Officer & Chief Strategy Officer |
Exhibit 99.1
Continental Resources Announces Private Offering Of New Senior Notes Due 2026 and 2032
OKLAHOMA CITY, November 9, 2021 /PRNewswire/ Continental Resources, Inc. (NYSE: CLR) (Continental or the Company) announced today that, subject to market conditions, it intends to offer a series of senior notes due 2026 and a series of senior notes due 2032 in a private placement to eligible purchasers. Continental intends to use the net proceeds from the offering to fund a portion of the purchase price in the recently announced acquisition from Pioneer Natural Resources Company (the Pioneer Acquisition), to pay the fees and expenses associated with the offering and, if the Pioneer Acquisition is not consummated, for general corporate purposes, which may include repayment of certain indebtedness.
The securities to be offered have not been registered under the Securities Act of 1933, as amended (the Securities Act), or any state securities laws and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The senior notes are expected to be eligible for trading by qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S.
This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Continental Resources
Continental Resources (NYSE: CLR) is a top 10 independent oil producer in the U.S. and a leader in Americas energy renaissance. Based in Oklahoma City, Continental is the largest leaseholder and the largest producer in the nations premier oil field, the Bakken play of North Dakota and Montana. The Company has significant positions in Oklahoma, including its SCOOP Woodford and SCOOP Springer discoveries and the STACK play. The Company also has a position in the Powder River Basin play of Wyoming. With a focus on the exploration and production of oil, Continental has unlocked the technology and resources vital to American energy independence and our nations leadership in the new world oil market. In 2021, the Company will celebrate 54 years of operations.
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, forecasts or expectations regarding the completion of the notes offering and the use of proceeds therefrom and the Companys ability to close the Pioneer Acquisition. 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 Companys 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 Companys 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; and the other risks described under Part I, Item 1A. Risk Factors and elsewhere in the Companys Annual Report on Form 10-K for the year ended December 31, 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 Companys 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 | 405-234-9480 | |
[email protected] | [email protected] |
Lucy Spaay |
Investor Relations Analyst 405-774-5878 |
[email protected] |