This Amendment No. 1 to the Tender Offer Statement on Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission on October 24, 2022 (as it may be amended or supplemented from time to time, the “Schedule TO”), and relates to the offer by Omega Acquisition, Inc., an Oklahoma corporation, 100% of the capital stock of which is owned by Harold G. Hamm (the “Founder”), a natural person residing in the State of Oklahoma and an affiliate of Continental Resources, Inc. (the “Company”), to purchase any and all of the outstanding shares of common stock of the Company, par value $0.01 per share (the “Shares”), other than: (i) Shares owned by the Founder, certain of the Founder’s family members and their affiliated entities; and (ii) Shares underlying unvested Company restricted stock awards, for $74.28 per share in cash, without interest and subject to deduction for any required withholding taxes and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 24, 2022 (as it may be amended from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended from time to time), each of which are incorporated by reference to Exhibits (a)(1)(i) and (a)(1)(ii), respectively, of the Schedule TO.
The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in the Schedule TO, and is supplemented by the information specifically provided herein, except as otherwise set forth below. Capitalized terms used but not defined herein have the applicable meanings ascribed to them in the Schedule TO or the Offer to Purchase.
Items 1 through 11 and Item 13.
1. The information set forth in the penultimate paragraph in “Special Factors—Section 2. Materials Prepared by the Founder’s Financial Advisor” of the Offer to Purchase is hereby amended and restated in its entirety as follows:
“Intrepid has acted exclusively as financial advisor to the Founder in connection with the transaction contemplated by the Merger Agreement and will receive a transaction fee for its services totaling $11,850,000, $150,000 of which became payable upon execution of Intrepid’s engagement letter with the Founder, $1,000,000 of which became payable upon announcement of the transaction contemplated by the Merger Agreement and $10,700,000 of which is contingent (and payable) upon the consummation of the transaction. In addition, the Founder has agreed to reimburse Intrepid for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify Intrepid against certain liabilities arising out of Intrepid’s engagement.”
2. The information set forth in “The Offer—Section 14. Background of the Offer and the Merger; Contacts with the Company” of the Offer to Purchase is hereby amended and restated in its entirety as follows:
“For a description of the background of the Offer and the Merger, please read “Item 4. THE SOLICITATION OR RECOMMENDATION—Background of the Offer and the Merger” in the Schedule 14D-9, which is hereby incorporated herein by reference.”
3. The information set forth in the table titled “Security Ownership of Certain Beneficial Owners and Management” in Schedule I of the Offer to Purchase is hereby amended and restated in its entirety as follows:
“Security Ownership of Certain Beneficial Owners and Management
The following table sets forth: (i) certain information with respect to the Shares beneficially owned by the Founder Family Group, the Founder and the Purchaser and, to the best of their knowledge, their respective directors and officers; and (ii) the purchases of Shares by the Founder Family Group, the Founder and the Purchaser and, to the best of their knowledge, their respective directors and officers during the past 60 days. The security ownership information in the table below is given as of the date of this Offer to Purchase and, in the case of percentage ownership information, is based on 363,019,728 Shares outstanding as of October 16, 2022. Beneficial ownership is determined in accordance with the rules of the SEC (except as noted below).
