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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Continental Resources Inc (OKLA)
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENTA |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENT |
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| February 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32 |
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| February 24, 2025 |
Subsidiaries of Continental Resources, Inc. Exhibit 21 SUBSIDIARIES OF CONTINENTAL RESOURCES, INC. 20 Broadway Associates LLC, an Oklahoma limited liability company Banner Pipeline Company, L.L.C., an Oklahoma limited liability company CLR Asset Holdings, LLC, an Oklahoma limited liability company SFPG, LLC, an Oklahoma limited liability company* The Mineral Resources Company LLC, an Oklahoma limited liability company The Mineral Resources |
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| February 24, 2025 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONTINENTAL RESOURCES, INC. The undersigned James R. Webb hereby certifies that: A. He is the duly elected and acting Senior Vice President, General Counsel and Secretary of Continental Resources, Inc. (the “Corporation”). B. The Corporation was originally incorporated as Shelly Dean Oil Company, and the original Certificate of Incor |
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| February 24, 2025 |
Report of Ryder Scott Company, L.P., Independent Petroleum Engineers and Geologists Exhibit 99 TBPELS REGISTERED ENGINEERING FIRM F-1580 633 17TH STREET SUITE 1700 DENVER, COLORADO 80202 TELEPHONE (303) 339-8110 January 8, 2025 Continental Resources, Inc. |
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| February 24, 2025 |
Insider Trading Policy of Continental Resources, Inc. Exhibit 19 Insider Trading Policy Securities laws make it illegal for you to trade in a company’s securities when you have access to “material, nonpublic information” relating to a company. |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTI |
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| November 12, 2024 |
Exhibit 10.1 $1,800,000,000 REVOLVING CREDIT AGREEMENT dated as of October 29, 2024, among CONTINENTAL RESOURCES, INC., as Borrower, the LENDERS party hereto, MUFG BANK, LTd., as Administrative Agent, MUFG BANK, LTD., MIZUHO BANK, LTD., Wells Fargo Securities, LLC, BOFA SECURITIES, INC., ROYAL BANK OF CANADA, TD SECURITIES (USA) LLC, TRUIST SECURITIES, INC., U.S. BANK NATIONAL ASSOCIATION, JPMORGA |
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| November 12, 2024 |
Sixth Amended and Restated Certificate of Incorporation of Continental Resources, Inc. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONTINENTAL RESOURCES, INC. The undersigned James R. Webb hereby certifies that: A. He is the duly elected and acting Senior Vice President, General Counsel and Secretary of Continental Resources, Inc. (the “Corporation”). B. The Corporation was originally incorporated as Shelly Dean Oil Company, and the original Certificate of Incor |
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| November 12, 2024 |
Exhibit 3.2 SIXTH AMENDED AND RESTATED BYLAWS OF CONTINENTAL RESOURCES, INC. An Oklahoma Corporation Effective as of: August 5, 2024 CONTENTS Page Article 1 Definitions 1.1 Definitions 1 1.2 Title of Office 1 Article 2 Offices 2.1 Principal Office 1 2.2 Registered Office 1 2.3 Other Offices 1 Article 3 Meeting of Shareholders 3.1 Annual Meetings 2 3.2 Special Meetings 2 3.3 Place of Meetings 2 3.4 |
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| August 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENTA |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENT |
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| February 22, 2024 |
Report of Ryder Scott Company, L.P., Independent Petroleum Engineers and Geologists Exhibit 99 TBPELS REGISTERED ENGINEERING FIRM F-1580 633 17TH STREET SUITE 1700 DENVER, COLORADO 80202 TELEPHONE (303) 339-8110 December 29, 2023 Continental Resources, Inc. |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32 |
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| February 22, 2024 |
Subsidiaries of Continental Resources, Inc. Exhibit 21 SUBSIDIARIES OF CONTINENTAL RESOURCES, INC. 20 Broadway Associates LLC, an Oklahoma limited liability company Banner Pipeline Company, L.L.C., an Oklahoma limited liability company CLR Asset Holdings, LLC, an Oklahoma limited liability company SFPG, LLC, an Oklahoma limited liability company* The Mineral Resources Company, an Oklahoma corporation The Mineral Resources Company II, LLC, a |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTI |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENTA |
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| May 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENT |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENTAL |
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| February 22, 2023 |
Exhibit 3.2 FIFTH AMENDED AND RESTATED BYLAWS OF CONTINENTAL RESOURCES, INC. An Oklahoma Corporation Effective as of: February 9, 2023 CONTENTS Page Article 1 Definitions 1.1 Definitions 1 1.2 Title of Office 1 Article 2 Offices 2.1 Principal Office 1 2.2 Registered Office 1 2.3 Other Offices 1 Article 3 Meeting of Shareholders 3.1 Annual Meetings 2 3.2 Special Meetings 2 3.3 Place of Meetings 2 3 |
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| February 22, 2023 |
Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT is dated , between Continental Resources, Inc. (the “Corporation”), and the undersigned director, executive officer (“Officer”) of the Corporation or member of an advisory board (“Advisory Member”) to the Corporation’s Board of Directors or any committee thereof (any of the above are referred to herein as the “Indemnitee”). WHEREAS, the Corpora |
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| February 22, 2023 |
Subsidiaries of Continental Resources, Inc. Exhibit 21 SUBSIDIARIES OF CONTINENTAL RESOURCES, INC. 20 Broadway Associates LLC, an Oklahoma limited liability company Banner Pipeline Company, L.L.C., an Oklahoma limited liability company CLR Asset Holdings, LLC, an Oklahoma limited liability company SFPG, LLC, an Oklahoma limited liability company* The Mineral Resources Company, an Oklahoma corporation The Mineral Resources Company II, LLC, a |
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| February 22, 2023 |
Exhibit 10.11 REPLACEMENT RESTRICTED STOCK UNIT AGREEMENT Continental Resources, Inc. 2022 Long Term Incentive Plan EMPLOYEE AGREEMENT Grantee: Date of Grant: Number of Restricted Stock Units Granted: THIS RESTRICTED STOCK UNIT AGREEMENT (the “Award Agreement”), is entered into as of [●] (the “Date of Grant”) by and between [●] (the “Participant”) and CONTINENTAL RESOURCES, INC. (the “Company”): W |
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| February 22, 2023 |
Exhibit 10.12 CASH AWARD AGREEMENT Continental Resources, Inc. Second Amended and Restated 2022 Long Term Incentive Plan EMPLOYEE AGREEMENT Grantee: Date of Grant: Value of Target Cash Award: THIS CASH AWARD AGREEMENT (the “Award Agreement”), is entered into as of [●] (the “Date of Grant”) by and between [●] (the “Participant”) and CONTINENTAL RESOURCES, INC. (the “Company”): WITNESSETH: WHEREAS, |
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| February 22, 2023 |
Report of Ryder Scott Company, L.P., Independent Petroleum Engineers and Geologists Exhibit 99 TBPELS REGISTERED ENGINEERING FIRM F-1580 633 17TH STREET SUITE 1700 DENVER, COLORADO 80202 TELEPHONE (303) 339-8110 January 6, 2023 Continental Resources, Inc. |
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| February 22, 2023 |
Exhibit 10.9 THIRD AMENDED AND RESTATED CONTINENTAL RESOURCES, INC. 2013 LONG-TERM INCENTIVE PLAN Article I PURPOSE Section 1.1 Purpose. This Third Amended and Restated Continental Resources, Inc. 2013 Long-Term Incentive Plan (the “Plan”) is established by Continental Resources, Inc., an Oklahoma corporation (the “Company”) to create incentives which are designed to motivate Participants to put f |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32 |
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| February 22, 2023 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONTINENTAL RESOURCES, INC. The undersigned James R. Webb hereby certifies that: A. He is the duly elected and acting Senior Vice President, General Counsel and Secretary of Continental Resources, Inc. (the “Corporation”). B. The Corporation was originally incorporated as Shelly Dean Oil Company, and the original Certificate of Incor |
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| February 22, 2023 |
Exhibit 10.10 CONTINENTAL RESOURCES, INC. SECOND AMENDED AND RESTATED 2022 LONG TERM INCENTIVE PLAN 1. Purpose and History. The purpose of the Continental Resources, Inc. Second Amended and Restated 2022 Long Term Incentive Plan (the “Plan”) is to provide a means through which (a) Continental Resources, Inc., an Oklahoma corporation (the “Company”), and the Affiliates may attract, retain and motiv |
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| January 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-32886 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified |
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| November 23, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 05, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 CONTINENTAL RESOURCES, INC. (Name of Subject Company) CONTINENTAL RESOURCES, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Secur |
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| November 22, 2022 |
CLR / Continental Resources, Inc. / Clement Roger Verlin - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Continental Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 10 1 (CUSIP Number) Debra Richards Hamm Capital LLC P.O. Box 1295 Oklahoma City, Oklahoma 73101 Tel: (405) 605-7788 (Name, |
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| November 22, 2022 |
As filed with the Securities and Exchange Commission on November 22, 2022 As filed with the Securities and Exchange Commission on November 22, 2022 Registration No. |
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| November 22, 2022 |
As filed with the Securities and Exchange Commission on November 22, 2022 As filed with the Securities and Exchange Commission on November 22, 2022 Registration No. |
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| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) CONTINENTAL RESOURCES, INC. (Name of Subject Company) OMEGA ACQUISITION, INC. (Offeror) An entity wholly owned by Harold G. Hamm Common Stock ($0.01 par value) (Title of Class of Securities) 212015 10 |
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| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): November 22, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or Other Jurisdiction of Incorporation) (Comm |
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| November 22, 2022 |
CLR / Continental Resources, Inc. / Hamm Harold - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13) Continental Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 10 1 (CUSIP Number) James R. Webb Senior Vice President, General Counsel, Chief Risk Officer and Secretary Continental Resources, I |
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| November 22, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 3) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 CONTINENTAL RESOURCES, INC. (Name of the Issuer) Continental Resources, Inc. Omega Acquisition, Inc. Harold G. Hamm Roger Clement Deana Ann Cunningham Harold Thomas Hamm Hilary Honor Hamm Jane Elizabeth |
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| November 22, 2022 |
As filed with the Securities and Exchange Commission on November 22, 2022 As filed with the Securities and Exchange Commission on November 22, 2022 Registration No. |
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| November 22, 2022 |
As filed with the Securities and Exchange Commission on November 22, 2022 As filed with the Securities and Exchange Commission on November 22, 2022 Registration No. |
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| November 22, 2022 |
EX-99.1 Exhibit 99.1 Continental Announces Expiration of Tender Offer Period for Outstanding Shares Completion of Previously Announced Merger and Going Private Transaction Expected Later Today OKLAHOMA CITY, OKLAHOMA – November 22, 2022 – Continental Resources, Inc. (NYSE: CLR) today announced that it is initiating the final steps in closing its previously announced merger with Omega Acquisition, |
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| November 10, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 2) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 CONTINENTAL RESOURCES, INC. (Name of the Issuer) Continental Resources, Inc. Omega Acquisition, Inc. Harold G. Hamm Roger Clement Deana Ann Cunningham Harold Thomas Hamm Hilary Honor Hamm Jane Elizabeth |
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| November 10, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 10, 2022 CONTINENTAL RESOURCES, INC. (Exact Name of Registrant as Specified in Charter) Oklahoma 001-32886 73-0767549 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 10, 2022 |
Exhibit 10.1 Execution Version $750,000,000 TERM LOAN AGREEMENT dated as of November 10, 2022, among CONTINENTAL RESOURCES, INC., as Borrower, the LENDERS party hereto and MUFG BANK, LTD., as Administrative Agent and MUFG BANK, LTD., BOFA SECURITIES, INC., MIZUHO BANK, LTD., ROYAL BANK OF CANADA, TD SECURITIES (USA) LLC, TRUIST SECURITIES, INC., WELLS FARGO SECURITIES, LLC, AND MANUFACTURERS AND T |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) CONTINENTAL RESOURCES, INC. (Name of Subject Company) OMEGA ACQUISITION, INC. (Offeror) An entity wholly owned by Harold G. Hamm Common Stock ($0.01 par value) (Title of Class of Securities) 212015 10 |
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| November 10, 2022 |
Exhibit 10.2 AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT This Amendment No. 2 to Revolving Credit Agreement (this ?Amendment?), dated as of November 10, 2022 (the ?Amendment Effective Date?), is among Continental Resources, Inc., an Oklahoma corporation (?Borrower?), Banner Pipeline Company, L.L.C., an Oklahoma limited liability company (?Banner?), CLR Asset Holdings, LLC, an Oklahoma limited li |
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| November 8, 2022 |
November 8, 2022 VIA EDGAR Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N. |
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| November 7, 2022 |
November 7, 2022 Division of Corporation Finance Office of Mergers & Acquisitions United States Securities and Exchange Commission 100 F Street, N. |
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| November 7, 2022 |
Exhibit (c)(2)(B) Preliminary Draft Subject to Review and Significant Revision Project Alpha Supplemental Discussion Materials July 28, 2022 Preliminary Draft Subject to Review and Significant Revision These materials have been prepared by Evercore Group L. |
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| November 7, 2022 |
Exhibit (c)(2)(A) Preliminary Draft Subject to Review and Significant Revision Project Alpha Discussion Materials Prepared for the Special Committee of the Board of Directors July 25, 2022 Preliminary Draft Subject to Review and Significant Revision These materials have been prepared by Evercore Group L. |
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| November 7, 2022 |
Exhibit (c)(3)(B) DISCUSSION MATERIALS September 13, 2022 Talking Points ? General ? There is no ?change of control? premium given the Hamm Family?s existing 83% ownership ? The Hamm Family already has control ? ?Take Private? by the Hamm Family specifically carved out by CoC definition in all debt documents ? Not an ?opportunistic? proposal; not trying to take advantage of market conditions ? Pri |
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| November 7, 2022 |
Exhibit (c)(3)(C) VALUATION UPDATE MATERIALS September 2022 Commodity Price Comparison NYMEX Strip Pricing as of September 13, 2022 vs. |
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| November 7, 2022 |
Exhibit (c)(2)(J) Project Alpha Discussion Materials Prepared for the Special Committee of the Board of Directors October 16, 2022 These materials have been prepared by Evercore Group L. |
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| November 7, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 1) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 CONTINENTAL RESOURCES, INC. (Name of the Issuer) Continental Resources, Inc. Omega Acquisition, Inc. Harold G. Hamm Roger Clement Deana Ann Cunningham Harold Thomas Hamm Hilary Honor Hamm Jane Elizabeth |
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| November 7, 2022 |
Exhibit (c)(2)(G) Preliminary Draft Subject to Review and Significant Revision Project Alpha Supplemental Discussion Materials Prepared for the Special Committee of the Board of Directors September 18, 2022 Preliminary Draft Subject to Review and Significant Revision These materials have been prepared by Evercore Group L. |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) CONTINENTAL RESOURCES, INC. (Name of Subject Company) OMEGA ACQUISITION, INC. (Offeror) An entity wholly owned by Harold G. Hamm Common Stock ($0.01 par value) (Title of Class of Securities) 212015 10 |
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| November 7, 2022 |
Exhibit (c)(3)(D) DISCUSSION MATERIALS PREMIUMS PAID ANALYSIS September 23, 2022 Summary of Premiums Paid Analysis ? Premium to 52-Week High Premium to 52-Week High 40% US All-Cash Public Buyouts ? Acquiror 8% >75% Ownership (excl. |
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| November 7, 2022 |
Exhibit (c)(2)(H) Preliminary Draft Subject to Review and Significant Revision Project Alpha Supplemental Discussion Materials Prepared for the Special Committee of the Board of Directors October 6, 2022 Preliminary Draft Subject to Review and Significant Revision These materials have been prepared by Evercore Group L. |
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| November 7, 2022 |
Exhibit (c)(2)(C) Preliminary Draft Subject to Review and Significant Revision Project Alpha Supplemental Discussion Materials Prepared for the Special Committee of the Board of Directors September 2, 2022 Preliminary Draft Subject to Review and Significant Revision These materials have been prepared by Evercore Group L. |
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| November 7, 2022 |
Exhibit (c)(2)(D) Preliminary Draft Subject to Review and Significant Revision Project Alpha Analysis at Various Prices and 8/11 Commodity Prices August 12, 2022 Preliminary Draft Subject to Review and Significant Revision Analysis at Various Prices (8/11) ($ in millions, except per share amounts) Metric Illustrative Transaction Value Offer Price per Share $70. |
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| November 7, 2022 |
Privileged and Confidential Draft ? Subject to Material Change ? For Discussion Purposes Only Exhibit (c)(3)(A) DISCUSSION MATERIALS July 8, 2022 Preliminary Perspectives on Transaction Timeline Upcoming Events Perspectives on Transaction Timeline ? Aug. |
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| November 7, 2022 |
EX-99.(C)(2)(I) 10 d273943dex99c2i.htm EX-99.(C)(2)(I) Exhibit (c)(2)(I) Institutional Shareholder Summary Top 20 Institutional Shareholders and Hedge Funds of Note Top 250 Institutional Holders Summary Price $69.76 (10/6/22): Other Position (% Outstanding) 6% Estimated Prem. / (Disc.) 2 1 GARP Rank Investor Style to Basis Current 3/31/22 Cost Basis 9% Index 1 Smead Capital Mgmt. Core Value $27.95 |
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| November 7, 2022 |
Exhibit (c)(2)(F) Preliminary Draft Subject to Review and Significant Revision Project Alpha Supplemental Discussion Materials Prepared for the Special Committee of the Board of Directors: Market Trading and Financial Update September 15, 2022 Preliminary Draft Subject to Review and Significant Revision These materials have been prepared by Evercore Group L. |
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| November 7, 2022 |
Exhibit (c)(2)(E) Preliminary Draft Subject to Review and Significant Revision Project Alpha Supplemental Discussion Materials Prepared for the Special Committee of the Board of Directors September 2, 2022 Preliminary Draft Subject to Review and Significant Revision These materials have been prepared by Evercore Group L. |
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| November 2, 2022 |
CONTINENTAL RESOURCES ANNOUNCES 3Q22 RESULTS EX-99.1 2 ex9913q22earningsrelease.htm EX-99.1 Exhibit 99.1 News Release CONTINENTAL RESOURCES ANNOUNCES 3Q22 RESULTS Strong 3Q22 Results •$2.22 B Cash Flow from Operations (CFO) & $1.01 B Free Cash Flow (FCF) (Non-GAAP) •$1.01 B Net Income; $2.80 per Diluted Share ($1.04 B Adj. Net Income; $2.88 per Adj. Share (Non-GAAP)) •Total Debt of $6.30 B & Net Debt (Non-GAAP) of $4.49 B as of 9/30/22 (No C |
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| November 2, 2022 |
Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS AGREEMENT is dated , between Continental Resources, Inc. (the ?Corporation?), and the undersigned director or officer of the Corporation (?Indemnitee?). WHEREAS, the Corporation has adopted the Third Amended and Restated Certificate of Incorporation (the ?Charter?) and the Third Amended and Restated Bylaws (the ?Bylaws?) providing for indemnification of |
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| November 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTI |
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| November 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 CONTINENTAL RESOURCES, INC (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organ |
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| October 25, 2022 |
In Inter terna nal l Us Use e O Onl nly y ?? Pr Pri ivi vil leged eged an and d Co Confident nfidenti ial al Dr Draft aft ?? S Sub ubj ject ect to to Mater Materi ial al Chan Change ge ?? Fo For r Disc Discus uss si ion on Pur Purpos poses es O Onl nly y Exhibit (c)(3)(D) DISCUSSION MATERIALS PREMIUMS PAID ANALYSIS September 23, 2022 Internal Use Only ? Privileged and Confidential Draft ? Subject to Material Change ? For Discussion Purposes Only Summary of Premiums Paid Analysis ? Premium to 52-Week High Premium to 52-Week High 40% US All-Cash Public Buyouts ? Acquiror 8% >75% Ownership (excl. |
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| October 25, 2022 |
In Inter terna nal l Us Use e O Onl nly y ? ? Pr Pri ivi vil leged eged an and d Co Confident nfidenti ial al Dr Draft aft ? ? S Sub ubj ject ect to to Mater Materi ial al Chan Change ge ? ? Fo For r Disc Discus uss si ion on Pur Purpos poses es O Onl nly y Exhibit (c)(3)(C) VALUATION UPDATE MATERIALS September 2022 Internal Use Only ? Privileged and Confidential Draft ? Subject to Material Change ? For Discussion Purposes Only Commodity Price Comparison NYMEX Strip Pricing as of September 13, 2022 vs. |
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| October 25, 2022 |
Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel Exhibit (c)(2)(A) Project Alpha Discussion Materials Prepared for the Special Committee of the Board of Directors July 25, 2022 Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel These materials have been prepared by Evercore Group L. |
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| October 25, 2022 |
Exhibit (c)(2)(J) Project Alpha Discussion Materials Prepared for the Special Committee of the Board of Directors October 16, 2022 These materials have been prepared by Evercore Group L. |
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| October 25, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 CONTINENTAL RESOURCES, INC. (Name of the Issuer) Continental Resources, Inc. Omega Acquisition, Inc. Harold G. Hamm Roger Clement Deana Ann Cunningham Harold Thomas Hamm Hilary Honor Hamm Jane Elizabeth Hamm Lerum Shelly |
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| October 25, 2022 |
Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel Exhibit (c)(2)(B) Project Alpha Supplemental Discussion Materials July 28, 2022 Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel These materials have been prepared by Evercore Group L. |
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| October 25, 2022 |
Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel Exhibit (c)(2)(E) Project Alpha Supplemental Discussion Materials Prepared for the Special Committee of the Board of Directors September 2, 2022 Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel These materials have been prepared by Evercore Group L. |
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| October 25, 2022 |
Exhibit (c)(2)(I) Preliminary Draft ? Confidential Institutional Shareholder Summary Top 20 Institutional Shareholders and Hedge Funds of Note Top 250 Institutional Holders Summary Price $69. |
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| October 25, 2022 |
EX-99.(C)(2)(D) 5 d273943dex99c2d.htm EX-99.(C)(2)(D) Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel Exhibit (c)(2)(D) Project Alpha Analysis at Various Prices and 8/11 Commodity Prices August 12, 2022 Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel Analysis at Various |
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| October 25, 2022 |
Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel Exhibit (c)(2)(G) Project Alpha Supplemental Discussion Materials Prepared for the Special Committee of the Board of Directors September 18, 2022 Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel These materials have been prepared by Evercore Group L. |
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| October 25, 2022 |
Privi Privile leg ged ed and and Conf Confiden idential tial Dr Draft aft ? ? Sub Subje ject ct to to Mate Material rial Chang Change e ? ? For For Discussion P Discussion Pur urposes poses Onl Only y Exhibit (c)(3)(A) DISCUSSION MATERIALS July 8, 2022 Privileged and Confidential Draft ? Subject to Material Change ? For Discussion Purposes Only Preliminary Perspectives on Transaction Timeline Upcoming Events Perspectives on Transaction Timeline ? Aug. |
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| October 25, 2022 |
EX-FILING FEES 16 d273943dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) Continental Resources, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Transaction Value Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $4,309,817,781.48(1) .0001102 $474,941.92(2) Fees Previously Paid $— $— Total Transaction V |
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| October 25, 2022 |
In Inter terna nal l Us Use e O Onl nly y ? ? Pr Pri ivi vil leged eged an and d Co Confident nfidenti ial al Dr Draft aft ? ? S Sub ubj ject ect to to Mater Materi ial al Chan Change ge ? ? Fo For r Disc Discus uss si ion on Pur Purpos poses es O Onl nly y Exhibit (c)(3)(B) DISCUSSION MATERIALS September 13, 2022 Internal Use Only ? Privileged and Confidential Draft ? Subject to Material Change ? |
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| October 25, 2022 |
Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel Exhibit (c)(2)(H) Project Alpha Supplemental Discussion Materials Prepared for the Special Committee of the Board of Directors October 6, 2022 Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel These materials have been prepared by Evercore Group L. |
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| October 25, 2022 |
Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel Exhibit (c)(2)(C) Project Alpha Discussion Materials Prepared for the Special Committee of the Board of Directors August 3, 2022 Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel Executive Summary ($ in millions, except per share amounts) Valuation Multiples Since Initial Proposal th Relative Price Performance Since June 13 25% 5. |
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| October 25, 2022 |
Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel Exhibit (c)(2)(F) Project Alpha Supplemental Discussion Materials Prepared for the Special Committee of the Board of Directors: Market Trading and Financial Update September 15, 2022 Preliminary and Confidential Draft Subject to Review and Significant Revision Prepared at the Request of Counsel These materials have been prepared by Evercore Group L. |
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| October 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 CONTINENTAL RESOURCES, INC. (Name of Subject Company) OMEGA ACQUISITION, INC. (Offeror) An entity wholly owned by Harold G. Hamm Common Stock ($0.01 par value) (Title of Class of Securities) 212015 10 1 (CUSIP Number of |
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| October 24, 2022 |
Exhibit (a)(1)(i) Offer to Purchase for Cash Any and All Outstanding Shares of Common Stock of CONTINENTAL RESOURCES, INC. |
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| October 24, 2022 |
Exhibit (a)(1)(v) Offer to Purchase for Cash Any and All Outstanding Shares of Common Stock of Continental Resources, Inc. |
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| October 24, 2022 |
Exhibit (d)(16) Execution Version AMENDMENT NO. 1 AND AGREEMENT This Amendment No. 1 and Agreement (this ?Agreement?), dated as of August 24, 2022 (the ?Amendment Effective Date?), is among Continental Resources, Inc., an Oklahoma corporation (?Borrower?), Banner Pipeline Company, L.L.C., an Oklahoma limited liability company (?Banner?), CLR Asset Holdings, LLC, an Oklahoma limited liability compa |
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| October 24, 2022 |
Exhibit (a)(1)(iv) Offer to Purchase for Cash Any and All Outstanding Shares of Common Stock of Continental Resources, Inc. |
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| October 24, 2022 |
Exhibit (a)(1)(ii) CONTINENTAL RESOURCES, INC. LETTER OF TRANSMITTAL To Tender Shares of Common Stock of Continental Resources, Inc. at $74.28 Per Share in Cash Pursuant to the Offer to Purchase dated October 24, 2022 by Omega Acquisition, Inc., an entity wholly-owned by Harold G. Hamm THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MONDAY, NOVEMBER 21 |
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| October 24, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 CONTINENTAL RESOURCES, INC. (Name of Subject Company) CONTINENTAL RESOURCES, INC. (Name of Person Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Secur |
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| October 24, 2022 |
Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below) and the provisions herein are subject in their entirety to the provision of the Offer (as defined below). |
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| October 24, 2022 |
EX-FILING FEES 10 d306929dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) Continental Resources, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Transaction Value Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $4,309,817,781.48(1) .0001102 $474,941.92(2) Fees Previously Paid $— $— Total Transaction Valu |
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| October 24, 2022 |
Omega Acquisition, Inc. Commences Cash Tender Offer for Shares of Continental Resources, Inc. Exhibit (a)(5)(i) Omega Acquisition, Inc. Commences Cash Tender Offer for Shares of Continental Resources, Inc. OKLAHOMA CITY?October 24, 2022?Omega Acquisition, Inc. (the ?Purchaser?), an Oklahoma corporation, 100% of the capital stock of which is owned by Harold G. Hamm, the founder and Chairman of the Board of Directors (the ?Board?) of Continental Resources, Inc. (?Continental? or the ?Company |
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| October 24, 2022 |
Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY to Tender Shares of Common Stock of Continental Resources, Inc. |
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| October 19, 2022 |
CLR / Continental Resources, Inc. / Clement Roger Verlin - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Continental Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 10 1 (CUSIP Number) Debra Richards Hamm Capital LLC P.O. Box 1295 Oklahoma City, Oklahoma 73101 Tel: (405) 605-7788 (Name, |
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| October 19, 2022 |
CLR / Continental Resources, Inc. / Hamm Harold - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12) Continental Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 10 1 (CUSIP Number) James R. Webb Senior Vice President, General Counsel, Chief Risk Officer and Secretary Continental Res |
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| October 17, 2022 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 16, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or Other Jurisdiction of Incorporation |
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| October 17, 2022 |
EX-2.1 2 d365707dex21.htm EX-2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of October 16, 2022 between CONTINENTAL RESOURCES, INC. and OMEGA ACQUISITION, INC. TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 10 ARTICLE 2 THE OFFER Section 2.01 The Offer 11 Section 2.02 Company Action 13 A |
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| October 17, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 16, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or Other Jurisdiction of Incorporation) (Commi |
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| October 17, 2022 |
Continental Employee Shareholder Information & FAQ Exhibit 99.4 Go-Private Continental Employee Shareholder Information & FAQ Go-Private Continental Employee Shareholder Information & FAQ Dear Continental employees, We are thrilled to announce that an agreement has been reached on the ?take private? offer from the Hamm Family. As we anticipate this exciting new chapter at Continental, and subject to the close of this transaction, we are pleased to |
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| October 17, 2022 |
Exhibit 10.1 Execution Version NON-TENDER AND SUPPORT AGREEMENT This Non-Tender and Support Agreement (this ?Agreement?) is made and entered into as of October 16, 2022, by and among, Omega Acquisition, Inc., an Oklahoma corporation (?Merger Sub?), 100% of the capital stock of which is owned by Harold G. Hamm (?Founder?), each Person set forth in Schedule A hereto (each, a ?Founder Family Rollover |
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| October 17, 2022 |
Continental Resources Announces Definitive Agreement to Be Acquired by the Hamm Family EX-99.1 2 d352666dex991.htm EX-99.1 Exhibit 99.1 Continental Resources Announces Definitive Agreement to Be Acquired by the Hamm Family OKLAHOMA CITY — OCTOBER 17, 2022 — PR Newswire — Continental Resources, Inc. (NYSE: CLR) today announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omega Acquisition, Inc., an Oklahoma corporation (“Merger Sub”), an enti |
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| October 17, 2022 |
Exhibit 10.2 Execution Version LIMITED GUARANTEE LIMITED GUARANTEE, dated as of October 16, 2022 (this ?Guarantee?) in favor of Continental Resources, Inc., an Oklahoma corporation (the ?Guaranteed Party?), is made by Harold G. Hamm (the ?Guarantor?). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below but |
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| October 17, 2022 |
Continental Resources Announces Definitive Agreement to Be Acquired by the Hamm Family EX-99.1 2 d316764dex991.htm EX-99.1 Exhibit 99.1 Continental Resources Announces Definitive Agreement to Be Acquired by the Hamm Family OKLAHOMA CITY — OCTOBER 17, 2022 — PR Newswire — Continental Resources, Inc. (NYSE: CLR) today announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omega Acquisition, Inc., an Oklahoma corporation (“Merger Sub”), an enti |
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| October 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Continental Resources, Inc. (Name of Subject Company) Continental Resources, Inc. (Name of Persons Filing Statement) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 10 |
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| October 17, 2022 |
Go Private Note from Harold Hamm EX-99.2 3 d352666dex992.htm EX-99.2 Exhibit 99.2 Go Private Note from Harold Hamm Continental Resources today announced a significant milestone in the process to become a private company once again. We have all felt the limits of being publicly held over the last few years, and in such a time as this, when the world desperately needs what we produce, I have never been more optimistic about where w |
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| October 17, 2022 |
Continental Resources Announces Definitive Agreement to Be Acquired by the Hamm Family EX-99.1 2 d316764dex991.htm EX-99.1 Exhibit 99.1 Continental Resources Announces Definitive Agreement to Be Acquired by the Hamm Family OKLAHOMA CITY — OCTOBER 17, 2022 — PR Newswire — Continental Resources, Inc. (NYSE: CLR) today announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omega Acquisition, Inc., an Oklahoma corporation (“Merger Sub”), an enti |
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| October 17, 2022 |
Go Private Note from Bill Berry EX-99.3 4 d352666dex993.htm EX-99.3 Exhibit 99.3 Go Private Note from Bill Berry Today, the Continental Resources Board of Directors announced the Hamm family’s offer to take Continental private has been negotiated and accepted. This is a momentous, exciting day in our Company’s history — one we should all be overwhelmingly enthused about and one we can all be proud to be a part of. I know I am. T |
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| October 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 16, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or Other Jurisdiction of Incorporation) (Commi |
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| October 11, 2022 |
October 11, 2022 VIA EDGAR Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission 100 F Street, N. |
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| September 1, 2022 |
Statement of Eligibility of the Trustee under the Senior Indenture on Form T-1. Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
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| September 1, 2022 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Continental Resources, Inc. |
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| September 1, 2022 |
As filed with the Securities and Exchange Commission on September 1, 2022 S-3ASR 1 d258290ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on September 1, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Continental Resources, Inc. (and its Subsidiaries Identified on the Following Page) (Exact name of registrant as sp |
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| September 1, 2022 |
As filed with the Securities and Exchange Commission on September 1, 2022 S-8 POS 1 d260450ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 1, 2022 Registration No. 333-265066 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CONTINENTAL RESOURCES, INC. (Exact name of Registrant as specified in its charter) Oklahoma |
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| August 31, 2022 |
Unaudited Pro Forma Condensed Combined Statement of Operations Exhibit 99.1 Unaudited Pro Forma Condensed Combined Statement of Operations On December 21, 2021, Continental Resources, Inc. (?Continental? or the "Company") closed the previously announced purchase and sale agreement dated November 1, 2021 (the ?Purchase Agreement?) with certain subsidiaries of Pioneer Natural Resources Company (?Pioneer? or the ?Seller?), in which the Company purchased: (a) 100 |
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| August 31, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organ |
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| August 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organ |
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| August 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organ |
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| July 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2022 CONTINENTAL RESOURCES, INC (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organiza |
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| July 28, 2022 |
Exhibit 99.1 News Release CONTINENTAL RESOURCES ANNOUNCES 2Q22 RESULTS, DECLARES QUARTERLY DIVIDEND, & UPDATES VARIOUS 2022 GUIDANCE METRICS & DIFFERENTIALS Strong 2Q22 Results ?$1.74 B Cash Flow from Operations (CFO) & $1.23 B Free Cash Flow (FCF) (Non-GAAP) ?$1.21 B Net Income; $3.35 per Diluted Share ($1.25 B Adj. Net Income; $3.47 per Adj. Share (Non-GAAP)) ?$265.2 MM Total Debt Reduction and |
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| July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENTA |
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| June 15, 2022 |
CLR / Continental Resources, Inc. / Hamm Harold - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11) Continental Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 10 1 (CUSIP Number) James R. Webb Senior Vice President, General Counsel, Chief Risk Officer and Secretary Continental Resources, I |
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| June 15, 2022 |
CLR / Continental Resources, Inc. / Clement Roger Verlin - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Continental Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 10 1 (CUSIP Number) Debra Richards Hamm Capital LLC P.O. Box 1295 Oklahoma City, Oklahoma 73101 Tel: (405) 605-7788 (Name, Address a |
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| June 15, 2022 |
Harold G. Hamm Hamm Capital LLC P.O. Box 1295 Oklahoma City, OK 73101 Exhibit 99.1 Annex A Harold G. Hamm Hamm Capital LLC P.O. Box 1295 Oklahoma City, OK 73101 June 13, 2022 Board of Directors Continental Resources, Inc. 20 N. Broadway Oklahoma City, OK 73102 Re: Proposal to Acquire Outstanding Publicly-Held Common Stock of Continental Resources Members of the Board: On behalf of myself, the Harold G. Hamm Trust and certain trusts established for the benefit of my |
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| June 15, 2022 |
Harold G. Hamm Hamm Capital LLC P.O. Box 1295 Oklahoma City, OK 73101 Exhibit 99.2 Annex A Harold G. Hamm Hamm Capital LLC P.O. Box 1295 Oklahoma City, OK 73101 June 13, 2022 Board of Directors Continental Resources, Inc. 20 N. Broadway Oklahoma City, OK 73102 Re: Proposal to Acquire Outstanding Publicly-Held Common Stock of Continental Resources Members of the Board: On behalf of myself, the Harold G. Hamm Trust and certain trusts established for the benefit of my |
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| June 15, 2022 |
EX-99.1 2 d346793dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D originally filed February 7, 2022 (including amendments thereto) with respect to the shares of Common Stock, par value $0.01 |
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| June 14, 2022 |
Exhibit 99.2 Dear Employees, I am writing to share some exciting news. I believe this will be incredibly beneficial to both Continental and you, our employees. As you know, Continental started in 1967 and operated as a private company with a great deal of success for the next 40 years. In 2007, to help further capitalize the development of the Bakken, we made the decision to enter the public marke |
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| June 14, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 13, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or Other Jurisdiction of Incorporation or Organiz |
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| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 13, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or Other Jurisdiction of Incorporation or Organiz |
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| June 14, 2022 |
Continental Resources Announces Receipt of “Take Private” Proposal From Hamm Family EX-99.1 2 d295044dex991.htm EX-99.1 Exhibit 99.1 Continental Resources Announces Receipt of “Take Private” Proposal From Hamm Family OKLAHOMA CITY— June 14, 2022 — PR Newswire — Continental Resources, Inc. (NYSE: CLR) today announced that its board of directors (the “Board”) has received a non-binding proposal letter, dated June 13, 2022, from Harold G. Hamm, on behalf of himself, the Harold G. Ha |
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| June 14, 2022 |
Frequently Asked Questions June 14, 2022 Exhibit 99.3 FROM: Mr. William Berry TO: All CLR Employees As you know from Harold?s email earlier today, the Hamm family has proposed a ?take private? transaction for Continental. The Hamm family currently collectively owns approximately 83% of Continental?s stock, and they are offering to purchase the remainder of the outstanding common stock held by all other existing shareholders. So, what hap |
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| June 14, 2022 |
EX-99.2 3 d244809dex992.htm EX-99.2 Exhibit 99.2 Dear Employees, I am writing to share some exciting news. I believe this will be incredibly beneficial to both Continental and you, our employees. As you know, Continental started in 1967 and operated as a private company with a great deal of success for the next 40 years. In 2007, to help further capitalize the development of the Bakken, we made th |
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| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Continental Resources, Inc. (Name of Subject Company) Continental Resources, Inc. (Names of Person(s) Filing Statement) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 |
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| June 14, 2022 |
Exhibit 99.2 Dear Employees, I am writing to share some exciting news. I believe this will be incredibly beneficial to both Continental and you, our employees. As you know, Continental started in 1967 and operated as a private company with a great deal of success for the next 40 years. In 2007, to help further capitalize the development of the Bakken, we made the decision to enter the public marke |
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| June 14, 2022 |
Press release dated June 14, 2022. Exhibit 99.1 Continental Resources Announces Receipt of ?Take Private? Proposal From Hamm Family OKLAHOMA CITY? June 14, 2022 ? PR Newswire ? Continental Resources, Inc. (NYSE: CLR) today announced that its board of directors (the ?Board?) has received a non-binding proposal letter, dated June 13, 2022, from Harold G. Hamm, on behalf of himself, the Harold G. Hamm Trust and certain trusts establis |
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| June 14, 2022 |
Continental Resources Announces Receipt of “Take Private” Proposal From Hamm Family EX-99.1 2 d244809dex991.htm EX-99.1 Exhibit 99.1 Continental Resources Announces Receipt of “Take Private” Proposal From Hamm Family OKLAHOMA CITY— June 14, 2022 — PR Newswire — Continental Resources, Inc. (NYSE: CLR) today announced that its board of directors (the “Board”) has received a non-binding proposal letter, dated June 13, 2022, from Harold G. Hamm, on behalf of himself, the Harold G. Ha |
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| May 20, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organiza |
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| May 19, 2022 |
Calculation of Filing Fee Tables Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Continental Resources, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Equity Commo |
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| May 19, 2022 |
Continental Resources, Inc. 2022 Long-Term Incentive Plan EX-10.1 2 d361401dex101.htm EX-10.1 Exhibit 10.1 CONTINENTAL RESOURCES, INC. 2022 LONG TERM INCENTIVE PLAN 1. Purpose. The purpose of the Continental Resources, Inc. 2022 Long Term Incentive Plan (the “Plan”) is to provide a means through which (a) Continental Resources, Inc., an Oklahoma corporation (the “Company”), and the Affiliates may attract, retain and motivate qualified persons as employee |
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| May 19, 2022 |
EX-10.2 3 d361401dex102.htm EX-10.2 Exhibit 10.2 RESTRICTED STOCK AWARD AGREEMENT CONTINENTAL RESOURCES, INC. 2022 LONG-TERM INCENTIVE PLAN EMPLOYEE AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”), is entered into as of [•] (the “Date of Grant”) by and between [•] (the “Participant”) and CONTINENTAL RESOURCES, INC. (the “Company”): WITNESSETH: WHEREAS, the Participant is an |
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| May 19, 2022 |
EX-10.3 4 d361401dex103.htm EX-10.3 Exhibit 10.3 RESTRICTED STOCK AWARD AGREEMENT CONTINENTAL RESOURCES, INC. 2022 LONG-TERM INCENTIVE PLAN DIRECTOR AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT (the “Award Agreement”), is entered into as of [•] (the “Date of Grant”) by and between [•] (the “Participant”) and CONTINENTAL RESOURCES, INC. (the “Company”): WITNESSETH: WHEREAS, the Participant is a |
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| May 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organiza |
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| May 19, 2022 |
Power of Attorney (included as part of the signature pages to the Registration Statement). As filed with the Securities and Exchange Commission on May 19, 2022 Registration No. |
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| May 5, 2022 |
Exhibit 99.1 News Release CONTINENTAL RESOURCES ANNOUNCES OUTSTANDING 1Q22 RESULTS, INCREASES SHAREHOLDER RETURN OF CAPITAL, & ENHANCES 2022 PROJECTIONS Outstanding 1Q22 Results ?$1.50 B Cash Flow from Operations (CFO) & $1.15 B Free Cash Flow (FCF) (Non-GAAP) ?$597.8 MM Net Income; $1.65 per Diluted Share ($960.0 MM Adj. Net Income; $2.65 per Adj. Share (Non-GAAP)) Increasing Shareholder Return o |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 CONTINENTAL RESOURCES, INC (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organizati |
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| May 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENT |
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| May 4, 2022 |
Consulting agreement between Continental Resources, Inc. and Jack H. Stark. Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?) is entered into as of March 22, 2022 (?Effective Date?) between Continental Resources, Inc. (?Company?) and Jack H. Stark (?Consultant?). Consultant is retiring as President of the Company, effective as of 5 p.m., Central standard time, on April 1, 2022 (the ?Retirement Date?). Company desires to have the benefit of Con |
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| April 27, 2022 |
Exhibit 99.1 NEWS RELEASE CONTINENTAL RESOURCES DECLARES & INCREASES QUARTERLY DIVIDEND, ANNOUNCES 1Q22 PRODUCTION RESULTS, AND IMPROVES 2022 PROJECTED ROCE FROM 2022 CAPITAL PROGRAM ENHANCEMENT Oklahoma City, April 27, 2022 ? Continental Resources, Inc. (NYSE: CLR) (the ?Company?) today announced an increased quarterly dividend, and its first quarter 2022 production results, as well as improvemen |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organi |
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| April 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| April 7, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organiz |
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| February 23, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 21, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of |
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| February 23, 2022 |
Report of Independent Auditors EX-99.1 3 d310964dex991.htm EX-99.1 Exhibit 99.1 Report of Independent Auditors The Board of Directors Pioneer Natural Resources Company We have audited the accompanying statement of revenues and direct operating expenses of oil and gas assets in the Delaware Basin (the “Delaware Properties”) for the year ended December 31, 2020, and the related notes to the statement. Management’s Responsibility |
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| February 23, 2022 |
Unaudited Pro Forma Condensed Combined Financial Information EX-99.2 4 d310964dex992.htm EX-99.2 Exhibit 99.2 Unaudited Pro Forma Condensed Combined Financial Information On December 21, 2021, Continental Resources, Inc. (“Continental” or the “Company”) closed the previously announced purchase and sale agreement dated November 1, 2021 (the “Purchase Agreement”) with certain subsidiaries of Pioneer Natural Resources Company (“Pioneer” or the “Seller”), in wh |
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| February 15, 2022 |
EX-99.1 2 d272362dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE CONTINENTAL RESOURCES ANNOUNCES RECORD 2021 RESULTS; 2022 PROJECTIONS HIGHLIGHT INCREASING CASH FLOW & CORPORATE RETURNS 2021: Delivered Record Cash Flow Generation • $1.66 B Net Income; $4.56 per Diluted Share ($1.70 B Adj. Net Income; $4.66 per Adj Share (Non-GAAP)) • Company Record $3.97 B Cash Flow from Operations (CFO) & $2.64 B Fr |
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| February 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or org |
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| February 14, 2022 |
Report of Ryder Scott Company, L.P., Independent Petroleum Engineers and Geologists EX-99 8 ex991231202110-k.htm EX-99 Exhibit 99 633 17TH STREET, SUITE 1700 DENVER, COLORADO 80202 TELEPHONE (303) 339-8110 January 5, 2022 Continental Resources, Inc. 20 North Broadway Oklahoma City, Oklahoma 73102 Ladies and Gentlemen: At your request, Ryder Scott Company, L.P. (Ryder Scott) has prepared an estimate of the proved reserves, future production, and income attributable to certain leas |
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| February 14, 2022 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D originally filed February 7, 2022 (including amendments thereto) with respect to the shares of Common Stock, par value $0. |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or orga |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENTAL RE |
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| February 14, 2022 |
CLR / Continental Resources, Inc. / Clement Roger Verlin - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Continental Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 10 1 (CUSIP Number) Debra Richards Hamm Capital LLC P.O. Box 1295 Oklahoma City, Oklahoma 73101 Tel: (405) 605-7788 (Name, Address a |
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| February 14, 2022 |
CLR / Continental Resources, Inc. / Hamm Harold - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10) Continental Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 10 1 (CUSIP Number) James R. Webb Senior Vice President, General Counsel, Chief Risk Officer and Secretary Continental Resources, I |
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| February 14, 2022 |
Subsidiaries of Continental Resources, Inc. Exhibit 21 SUBSIDIARIES OF CONTINENTAL RESOURCES, INC. 20 Broadway Associates LLC, an Oklahoma limited liability company Banner Pipeline Company, L.L.C., an Oklahoma limited liability company CLR Asset Holdings, LLC, an Oklahoma limited liability company SFPG, LLC, an Oklahoma limited liability company* The Mineral Resources Company, an Oklahoma corporation The Mineral Resources Company II, LLC, a |
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| February 9, 2022 |
Exhibit 5D POWER OF ATTORNEY Known by all those present, that Hilary Honor Hamm hereby constitutes and appoints each of J. |
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| February 9, 2022 |
HAROLD G. HAMM FAMILY SHAREHOLDERS’ AGREEMENT EX-3 4 d308461dex3.htm EX-3 Exhibit 3 HAROLD G. HAMM FAMILY SHAREHOLDERS’ AGREEMENT THIS HAROLD G. HAMM FAMILY SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made and entered into as of the 7th day of February, 2022, between and among the Harold G. Hamm Family Members who are parties to this Agreement. W I T N E S S E T H: WHEREAS, the Shareholders desire to promote their mutual interests and to enh |
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| February 9, 2022 |
Exhibit 5B POWER OF ATTORNEY Known by all those present, that Shelly Glenn Lambertz hereby constitutes and appoints each of J. |
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| February 9, 2022 |
CLR / Continental Resources, Inc. / Hamm Harold - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) Continental Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 10 1 (CUSIP Number) James R. Webb Senior Vice President, General Counsel, Chief Risk Officer and Secretary Continental Resources, In |
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| February 9, 2022 |
FIRST AMENDMENT SECURITY AGREEMENT EX-3.D 7 d305490dex3d.htm EX-3.D Exhibit 3D FIRST AMENDMENT SECURITY AGREEMENT THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Jane Hamm Lerum Trust II, dated September 16, 2015, (“Borrower”) and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm (“Lender”). The Effective Date of this First Amendment is Febru |
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| February 9, 2022 |
HAROLD HAMM FAMILY LLC DIVIDEND AND DISSOLUTION AGREEMENT EX-2 3 d308461dex2.htm EX-2 Exhibit 2 HAROLD HAMM FAMILY LLC DIVIDEND AND DISSOLUTION AGREEMENT This Harold Hamm Family LLC Dividend and Dissolution Agreement (referred to as the “Dividend Agreement”) is entered into as of the 7th day of February, 2022 by all Members of the Harold Hamm Family LLC (referred to as the “Company”), and whose signatures appear on the signature pages to this Dividend Ag |
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| February 9, 2022 |
FIRST AMENDMENT SECURITY AGREEMENT Exhibit 4C FIRST AMENDMENT SECURITY AGREEMENT THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Hilary Honor Hamm Trust II, dated September 16, 2015, (?Borrower?) and the Trustee of the Revocable Inter Vivos Trust of Harold G. |
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| February 9, 2022 |
Exhibit 5E POWER OF ATTORNEY Known by all those present, that Jane Elizabeth Hamm Lerum hereby constitutes and appoints each of J. |
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| February 9, 2022 |
Exhibit 5A POWER OF ATTORNEY Known by all those present, that Roger Clement hereby constitutes and appoints each of J. |
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| February 9, 2022 |
FIRST AMENDMENT SECURITY AGREEMENT EX-4.A 5 d308461dex4a.htm EX-4.A Exhibit 4A FIRST AMENDMENT SECURITY AGREEMENT THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Shelly Glenn Lambertz Trust II, dated September 16, 2015, (“Borrower”) and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm (“Lender”). The Effective Date of this First Amendment is |
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| February 9, 2022 |
FIRST AMENDMENT SECURITY AGREEMENT EX-3.E 8 d305490dex3e.htm EX-3.E Exhibit 3E FIRST AMENDMENT SECURITY AGREEMENT THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Deana Ann Cunningham Trust II, dated September 16, 2015, (“Borrower”) and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm (“Lender”). The Effective Date of this First Amendment is |
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| February 9, 2022 |
EX-5.G 16 d308461dex5g.htm EX-5.G Exhibit 5G POWER OF ATTORNEY Known by all those present, that Jackson Alexander White hereby constitutes and appoints each of J. Leslie LaReau, Debra Richards, Len Cason and Shelly Glenn Lambertz as his true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, in the undersigned’s individual capacity, and |
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| February 9, 2022 |
EX-5.C 12 d308461dex5c.htm EX-5.C Exhibit 5C POWER OF ATTORNEY Known by all those present, that Harold Thomas Hamm hereby constitutes and appoints each of J. Leslie LaReau, Debra Richards, Len Cason and Shelly Glenn Lambertz as his true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, in the undersigned’s individual capacity and/or as |
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| February 9, 2022 |
EX-1 2 d308461dex1.htm EX-1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D originally filed February 7, 2022 (including amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, |
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| February 9, 2022 |
FIRST AMENDMENT SECURITY AGREEMENT EX-4.B 6 d308461dex4b.htm EX-4.B Exhibit 4B FIRST AMENDMENT SECURITY AGREEMENT THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Harold Thomas Hamm Trust II, dated September 16, 2015, (“Borrower”) and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm (“Lender”). The Effective Date of this First Amendment is Fe |
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| February 9, 2022 |
FIRST AMENDMENT SECURITY AGREEMENT Exhibit 3B FIRST AMENDMENT SECURITY AGREEMENT THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Harold Thomas Hamm Trust II, dated September 16, 2015, (?Borrower?) and the Trustee of the Revocable Inter Vivos Trust of Harold G. |
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| February 9, 2022 |
HAROLD G. HAMM FAMILY SHAREHOLDERS’ AGREEMENT EX-2 3 d305490dex2.htm EX-2 Exhibit 2 HAROLD G. HAMM FAMILY SHAREHOLDERS’ AGREEMENT THIS HAROLD G. HAMM FAMILY SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made and entered into as of the 7th day of February, 2022, between and among the Harold G. Hamm Family Members who are parties to this Agreement. W I T N E S S E T H: WHEREAS, the Shareholders desire to promote their mutual interests and to enh |
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| February 9, 2022 |
HAROLD HAMM FAMILY LLC DIVIDEND AND DISSOLUTION AGREEMENT Exhibit 1 HAROLD HAMM FAMILY LLC DIVIDEND AND DISSOLUTION AGREEMENT This Harold Hamm Family LLC Dividend and Dissolution Agreement (referred to as the ?Dividend Agreement?) is entered into as of the 7th day of February, 2022 by all Members of the Harold Hamm Family LLC (referred to as the ?Company?), and whose signatures appear on the signature pages to this Dividend Agreement. |
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| February 9, 2022 |
EX-5.F 15 d308461dex5f.htm EX-5.F Exhibit 5F POWER OF ATTORNEY Known by all those present, that Deana Ann Cunningham hereby constitutes and appoints each of J. Leslie LaReau, Debra Richards, Len Cason and Shelly Glenn Lambertz as her true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, in the undersigned’s individual capacity and/or a |
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| February 9, 2022 |
FIRST AMENDMENT SECURITY AGREEMENT EX-4.E 9 d308461dex4e.htm EX-4.E Exhibit 4E FIRST AMENDMENT SECURITY AGREEMENT THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Deana Ann Cunningham Trust II, dated September 16, 2015, (“Borrower”) and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm (“Lender”). The Effective Date of this First Amendment is |
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| February 9, 2022 |
FIRST AMENDMENT SECURITY AGREEMENT Exhibit 3A FIRST AMENDMENT SECURITY AGREEMENT THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Shelly Glenn Lambertz Trust II, dated September 16, 2015, (?Borrower?) and the Trustee of the Revocable Inter Vivos Trust of Harold G. |
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| February 9, 2022 |
FIRST AMENDMENT SECURITY AGREEMENT EX-4.D 8 d308461dex4d.htm EX-4.D Exhibit 4D FIRST AMENDMENT SECURITY AGREEMENT THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Jane Hamm Lerum Trust II, dated September 16, 2015, (“Borrower”) and the Trustee of the Revocable Inter Vivos Trust of Harold G. Hamm (“Lender”). The Effective Date of this First Amendment is Febru |
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| February 9, 2022 |
CLR / Continental Resources, Inc. / Clement Roger Verlin - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Continental Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 10 1 (CUSIP Number) Debra Richards Hamm Capital LLC P.O. Box 1295 Oklahoma City, Oklahoma 73101 Tel: (405) 605-7788 (Name, Address and Telephone Numbe |
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| February 9, 2022 |
FIRST AMENDMENT SECURITY AGREEMENT Exhibit 3C FIRST AMENDMENT SECURITY AGREEMENT THIS FIRST AMENDMENT amends that certain Security Agreement, dated effective July 1, 2020, between the Trustees of the 2015 Hilary Honor Hamm Trust II, dated September 16, 2015, (?Borrower?) and the Trustee of the Revocable Inter Vivos Trust of Harold G. |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or orga |
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| January 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2022 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or orga |
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| December 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 21, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation) (Comm |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or org |
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| November 22, 2021 |
EX-4.1 2 d214782dex41.htm EX-4.1 Exhibit 4.1 Execution Version CONTINENTAL RESOURCES, INC., as Issuer, the Guarantors party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 22, 2021 2.268% Senior Notes due 2026 2.875% Senior Notes due 2032 TABLE OF CONTENTS PAGE ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions 1 Section |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or org |
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| November 10, 2021 |
EX-10.1 2 d260900dex101.htm EX-10.1 Exhibit 10.1 Execution Version Continental Resources, Inc., as issuer and Banner Pipeline Company, L.L.C., CLR Asset Holdings, LLC and The Mineral Resources Company, as initial guarantors $800,000,000 2.268% Senior Notes due 2026 $800,000,000 2.875% Senior Notes due 2032 PURCHASE AGREEMENT dated November 9, 2021 Citigroup Global Markets Inc., BofA Securities, In |
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| November 10, 2021 |
EX-99.1 3 d260900dex991.htm EX-99.1 Exhibit 99.1 Continental Resources Announces Pricing of Offering of $800 Million Senior Notes Due 2026 and $800 Million Senior Notes Due 2032 OKLAHOMA CITY, November 9, 2021 /PRNewswire/ — Continental Resources, Inc. (NYSE: CLR) (“Continental” or the “Company”) announced today the pricing of its private placement of $800 million of 2.268% senior notes due 2026 a |
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| November 10, 2021 |
Entry into a Material Definitive Agreement, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or orga |
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| November 9, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or orga |
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| November 9, 2021 |
Continental Resources Announces Private Offering Of New Senior Notes Due 2026 and 2032 EX-99.1 2 d219541dex991.htm EX-99.1 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 |
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| November 5, 2021 |
EX-2.1 2 d224026dex21.htm EX-2.1 Exhibit 2.1 Execution Version PURCHASE AND SALE AGREEMENT among Parsley Energy, LLC, Parsley Energy, L.P., Parsley Minerals, LLC, Parsley Energy Operations, LLC, collectively, as Seller and Continental Resources, Inc. as Buyer and Pioneer Natural Resources Company, solely for purposes of Section 15.23 dated November 1, 2021 TABLE OF CONTENTS Page ARTICLE I DEFINITI |
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| November 5, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 1, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation) (Commi |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or orga |
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| November 4, 2021 |
EX-99.1 2 d249279dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE CONTINENTAL RESOURCES ANNOUNCES 3Q21 RESULTS; DELIVERING RECORD FREE CASH FLOW & STRATEGIC EXPANSION INTO PERMIAN BASIN • $369.3 MM Net Income; $1.01 per Diluted Share ($437.2 MM Adjusted Net Income; $1.20 per Adjusted Share (Non-GAAP)) in 3Q21 • $1.0 B Cash Flow from Operations & Company Record $669 MM Free Cash Flow (Non-GAAP) in 3Q21 |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or orga |
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| November 3, 2021 |
EX-99.1 2 d204155dex991.htm EX-99.1 Exhibit 10.1 $1,700,000,000 REVOLVING CREDIT AGREEMENT dated as of October 29, 2021, among CONTINENTAL RESOURCES, INC., as Borrower, the LENDERS party hereto and MUFG UNION BANK, N.A., as Administrative Agent and MUFG UNION BANK, N.A., BOFA SECURITIES, INC., MIZUHO BANK, LTD., TD SECURITIES (USA) LLC, U.S. BANK NATIONAL ASSOCIATION, ROYAL BANK OF CANADA, WELLS F |
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| November 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTI |
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| October 29, 2021 |
EX-99.1 2 d197098dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE CONTINENTAL RESOURCES ANNOUNCES THIRD QUARTER 2021 PRODUCTION RESULTS & RECORD FREE CASH FLOW; RESCHEDULES THIRD QUARTER 2021 EARNINGS RELEASE AND CONFERENCE CALL Updated 3Q21 Release: Wednesday, November 3, 2021 after Market Close; Updated 3Q21 Conference Call: Thursday, November 4, 2021 at 11:00 a.m. ET OKLAHOMA CITY, October 26, 2021 |
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| October 29, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or orga |
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| August 3, 2021 |
EX-99.1 2 d155222dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE CONTINENTAL RESOURCES DELIVERS OUTSTANDING 2Q21 RESULTS DRIVING ROBUST CASH FLOW & EXCEPTIONAL SHAREHOLDER VALUE • $289.3 Million Net Income; $0.79 per Diluted Share ($332.8 Million Adjusted Net Income; $0.91 per Adjusted Share (Non-GAAP)) in 2Q21 • $673 Million Cash Flow from Operations & $634 Million Free Cash Flow (FCF) (Non-GAAP) in |
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| August 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organi |
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| August 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENTA |
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| August 2, 2021 |
Summary of Non-Employee Director Compensation, Approved and Effective as of May 19, 2021. EX-10.1 2 ex101-2q2021summaryofnonxe.htm EX-10.1 Exhibit 10.1 Continental Resources, Inc. Summary of Non-Employee Director Compensation (Other Than Chairman of the Board) Approved May 19, 2021 Effective as of May 19, 2021 Retainers Non-employee directors of Continental Resources, Inc. (the “Company”), other than Mr. Hamm whose compensation is summarized on the following page, receive the following |
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| May 21, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organiza |
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| May 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organiza |
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| April 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organi |
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| April 29, 2021 |
Exhibit 99.1 NEWS RELEASE CONTINENTAL RESOURCES DELIVERS OUTSTANDING 1Q21 FINANCIAL RESULTS; REINSTATES DIVIDEND AND ACCELERATES SHAREHOLDER RETURNS ? Quarterly Dividend Doubled to $0.11 per Share ? Payable on May 24, 2021 to Stockholders of Record on May 10, 2021 ? $260 Million Net Income & $0.72 Earnings per Share in 1Q21 ? $3.1 Billion Projected Full-Year 2021 Cash Flow from Operations & $1.7 B |
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| April 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENT |
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| April 28, 2021 |
Description of cash bonus plan as of March 16, 2021. EX-10.1 2 ex101-1q2021.htm EX-10.1 Exhibit 10.1 Description of Cash Bonus Plan Updated as of March 16, 2021 On February 22, 2013, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Continental Resources, Inc. (the “Company”) approved a cash bonus plan (the “CLR Bonus Plan”) that applies to the employees of the Company, including the Company’s execu |
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| April 13, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organi |
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| April 13, 2021 |
EX-99.1 2 d153278dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE CONTINENTAL RESOURCES ANNOUNCES PRELIMINARY FIRST QUARTER 2021 PRODUCTION UPDATE AND PLANS TO ANNOUNCE FIRST QUARTER 2021 RESULTS ON WEDNESDAY, APRIL 28, 2021 Company to Announce First Quarter 2021 Results on Wednesday, April 28, 2021; Earnings Conference Call Scheduled for Thursday, April 29, 2021 at 12:00 P.M. ET OKLAHOMA CITY, April |
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| April 8, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy STATEMENT ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| April 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| March 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organi |
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| February 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2021 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or org |
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| February 17, 2021 |
CONTINENTAL RESOURCES ANNOUNCES FULL-YEAR 2020 AND 4Q20 RESULTS; 2021 CAPITAL BUDGET AND GUIDANCE EX-99.1 2 d137680dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE CONTINENTAL RESOURCES ANNOUNCES FULL-YEAR 2020 AND 4Q20 RESULTS; 2021 CAPITAL BUDGET AND GUIDANCE FY20: $1.4 B Cash Flow from Operations & $275 MM Free Cash Flow (Non-GAAP) • 4Q20: $488 MM Cash Flow from Operations & $332 MM Free Cash Flow (FCF) • $168 MM in Non-Acquisition Capex • 176.6 MBopd & 976 MMcfpd Average Daily Production • $2. |
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| February 16, 2021 |
Report of Ryder Scott Company, L.P., Independent Petroleum Engineers and Geologists Exhibit 99 633 17TH STREET, SUITE 1700 DENVER, COLORADO 80202 TELEPHONE (303) 339-8110 December 30, 2020 Continental Resources, Inc. |
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| February 16, 2021 |
EX-4.3 2 ex431231202010-k.htm EX-4.3 Exhibit 4.3 Unless the context otherwise requires, references in this exhibit to “we,” “us,” “our,” or “the Company” refer to Continental Resources, Inc. DESCRIPTION OF CAPITAL STOCK We are authorized to issue up to 1,000,000,000 shares of common stock, $0.01 par value per share, and 25,000,000 shares of preferred stock, $0.01 par value per share. Common Stock |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENTAL RE |
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| February 16, 2021 |
Subsidiaries of Continental Resources, Inc. Exhibit 21 SUBSIDIARIES OF CONTINENTAL RESOURCES, INC. 20 Broadway Associates LLC, an Oklahoma limited liability company Banner Pipeline Company, L.L.C., an Oklahoma limited liability company CLR Asset Holdings, LLC, an Oklahoma limited liability company SFPG, LLC, an Oklahoma limited liability company* The Mineral Resources Company, an Oklahoma corporation The Mineral Resources Company II, LLC, a |
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| November 25, 2020 |
EX-4.1 Exhibit 4.1 Execution Version CONTINENTAL RESOURCES, INC., as Issuer, the Guarantors party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of November 25, 2020 5.75% Senior Notes due 2031 TABLE OF CONTENTS PAGE ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01. Definitions. 1 Section 1.02. Other Definitions. 21 Section 1.03. Trust Indentu |
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| November 25, 2020 |
CONTINENTAL RESOURCES ANNOUNCES EARLY RESULTS AND UPSIZING OF CASH TENDER OFFERS EX-99.1 Exhibit 99.1 NEWS RELEASE CONTINENTAL RESOURCES ANNOUNCES EARLY RESULTS AND UPSIZING OF CASH TENDER OFFERS OKLAHOMA CITY, Nov. 24, 2020 /PR Newswire/ – 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 a |
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| November 25, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 24, 2020 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or org |
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| November 12, 2020 |
Exhibit 99.1 Continental Resources Announces Pricing of Upsized $1.5 Billion Offering Of New Senior Notes Due 2031 OKLAHOMA CITY, Nov. 10, 2020 /PRNewswire/ ? Continental Resources, Inc. (NYSE: CLR) (?Continental? or the ?Company?) announced today the pricing of its private placement of new 5.75% senior unsecured notes due 2031, which was upsized to $1.5 billion in aggregate principal amount from |
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| November 12, 2020 |
Exhibit 10.1 EXECUTION VERSION Continental Resources, Inc. Banner Pipeline Company, L.L.C. CLR Asset Holdings, LLC The Mineral Resources Company $1,500,000,000 5.75% Senior Notes due 2031 PURCHASE AGREEMENT dated November 10, 2020 BofA Securities, Inc. PURCHASE AGREEMENT November 10, 2020 BofA Securities, Inc. As Representative of the Initial Purchasers One Bryant Park New York, New York 10036 Lad |
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| November 12, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2020 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or org |
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| November 10, 2020 |
Continental Resources Announces Private Offering Of New Senior Notes Due 2031 EX-99.1 Exhibit 99.1 Continental Resources Announces Private Offering Of New Senior Notes Due 2031 OKLAHOMA CITY, Nov. 10, 2020 /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 2031 in a private placement to eligible purchasers. Continental intends to use the |
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| November 10, 2020 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2020 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or org |
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| November 10, 2020 |
EX-99.2 Exhibit 99.2 NEWS RELEASE CONTINENTAL RESOURCES ANNOUNCES CASH TENDER OFFERS FOR UP TO $1.0 BILLION AGGREGATE PRINCIPAL AMOUNT OF CERTAIN OF ITS OUTSTANDING DEBT SECURITIES OKLAHOMA CITY, Nov. 10, 2020/PR Newswire/ – 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 bi |
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| November 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or orga |
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| November 6, 2020 |
CONTINENTAL RESOURCES ANNOUNCES THIRD QUARTER 2020 RESULTS; PRELIMINARY 2021 OUTLOOK EX-99.1 Exhibit 99.1 NEWS RELEASE CONTINENTAL RESOURCES ANNOUNCES THIRD QUARTER 2020 RESULTS; PRELIMINARY 2021 OUTLOOK 3Q20 Results and Full-Year 2020 Expectations • $291.2 Million Cash Flow from Operations in 3Q20; $258.3 Million Free Cash Flow (Non-GAAP) • $149.4 Million in Non-Acquisition Capex in 3Q20; On Track for $1.2 Billion in Full-Year 2020 • 297 MBoepd Average Daily Production in 3Q20 (5 |
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| November 5, 2020 |
Summary of Non-Employee Director Compensation approved Exhibit 10.1 Continental Resources, Inc. Summary of Non-Employee Director Compensation Approved July 30, 2020 Effective as of October 1, 2020 Retainers Non-employee directors of Continental Resources, Inc. (the “Company”) receive the following compensation as of the date indicated above: • An annual cash retainer of $97,000 per year; • The Lead Director is paid an additional annual retainer of $12 |
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| November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTI |
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| August 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2020 CONTINENTAL RESOURCES, INC. (Exact name of registrant as specified in its charter) Oklahoma 001-32886 73-0767549 (State or other jurisdiction of incorporation or organi |
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| August 4, 2020 |
EX-99.1 Exhibit 99.1 NEWS RELEASE CONTINENTAL RESOURCES ANNOUNCES SECOND QUARTER 2020 RESULTS AND UPDATES GUIDANCE Responsible Stewardship of Assets & Capital • Curtailed Operated Oil Volumes in 2Q20 Estimated to Generate $90 Million in Incremental Cash Flow from Operations at $40 WTI • Approximately 55% of Oil Volumes (7.8 MMBo) Curtailed in 2Q20 • 202,815 Boepd Average Daily 2Q20 Production • 20 |
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| August 3, 2020 |
Exhibit 3.1 Explanatory Note: This exhibit is being filed pursuant to Item 601(b)(3)(i) of Regulation S-K which requires a conformed version of our charter reflecting all amendments in one document. Therefore, the document below reflects the Third Amended and Restated Certificate of Incorporation of Continental Resources, Inc. as filed with the Oklahoma Secretary of State on May 17, 2007 revised f |
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| August 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32886 CONTINENTA |
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| July 7, 2020 |
CLR / Continental Resources, Inc. / Hamm Harold - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8) Continental Resources, Inc. (Name of Issuer) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) 212015 10 1 (CUSIP Number) Eric S. Eissenstat Senior Vice President, General Counsel, Chief Risk Officer and Secretary Continental |
