8-K
filed November 22, 2022, 6:59 PM ET
CIK 0000732834
M&A
confidence high
sentiment neutral
materiality 0.85
CONTINENTAL RESOURCES, INC: M&A transaction — Continental Resources completes go-private merger with Harold Hamm; $4.2B consideration, NYSE delisting Nov 23
CONTINENTAL RESOURCES, INC
- 36,312,840 shares validly tendered (~62.5% of outstanding) plus 3,443,485 via guaranteed delivery.
- Aggregate consideration for the offer and merger approximately $4.2 billion in cash.
- Remaining shares (excl. Rollover and appraisal) converted to $74.28 cash per share.
- NYSE trading to suspend before open Nov 23; Form 25 and Form 15 filings planned.
- Harold Hamm becomes sole director; prior board members Berry, Taylor, McNabb, McCain, Monroe, Lambertz departed.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
William B. Berry departed as Director at CONTINENTAL RESOURCES, INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of William B. Berry, Timothy G. Taylor, John T. McNabb II, Ellis L. McCain, Mark E. Monroe and Shelly G. Lambertz ceased serving as members of the Company’s board of directors at the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John T. McNabb II departed as Director at CONTINENTAL RESOURCES, INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of William B. Berry, Timothy G. Taylor, John T. McNabb II, Ellis L. McCain, Mark E. Monroe and Shelly G. Lambertz ceased serving as members of the Company’s board of directors at the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ellis L. McCain departed as Director at CONTINENTAL RESOURCES, INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of William B. Berry, Timothy G. Taylor, John T. McNabb II, Ellis L. McCain, Mark E. Monroe and Shelly G. Lambertz ceased serving as members of the Company’s board of directors at the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Shelly G. Lambertz departed as Director at CONTINENTAL RESOURCES, INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of William B. Berry, Timothy G. Taylor, John T. McNabb II, Ellis L. McCain, Mark E. Monroe and Shelly G. Lambertz ceased serving as members of the Company’s board of directors at the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark E. Monroe departed as Director at CONTINENTAL RESOURCES, INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of William B. Berry, Timothy G. Taylor, John T. McNabb II, Ellis L. McCain, Mark E. Monroe and Shelly G. Lambertz ceased serving as members of the Company’s board of directors at the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Harold Hamm was appointed as Sole Director at CONTINENTAL RESOURCES, INC.
- Action
- became
- Role
- Sole Director
Exact text from the filing
Merger Sub’s sole director immediately before the Merger, Mr. Hamm, became the sole director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Timothy G. Taylor departed as Director at CONTINENTAL RESOURCES, INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
each of William B. Berry, Timothy G. Taylor, John T. McNabb II, Ellis L. McCain, Mark E. Monroe and Shelly G. Lambertz ceased serving as members of the Company’s board of directors at the Effective Time.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
CONTINENTAL RESOURCES, INC underwent a change of control involving Omega Acquisition, Inc. for $74.28 per Share in cash, for an aggregate of approximately $4.2 billion (closed 2022-11-22).
- Action
- change of control
- Counterparty
- Omega Acquisition, Inc.
- Consideration
- $74.28 per Share in cash, for an aggregate of approximately $4.2 billion
- Closing
- 2022-11-22
Exact text from the filing
ecurities and Exchange Commission (the “SEC”) on October 17, 2022, Continental Resources, Inc., an Oklahoma corporation (“Continental” or the “Company”), entered into an Agreement and Plan of Merger, dated as of October 16, 2022 (the “Merger Agreement”), with Omega Acquisition, Inc., an Oklahoma corporation (“Merger Sub”), incorporated by Harold G.
View on SEC.gov
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