SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
(State or other jurisdiction of
incorporation or organization)
20 N. Broadway
Oklahoma City, Oklahoma
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (405) 234-9000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, $0.01 par value||CLR||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 – Other Events.
On November 10, 2020, Continental Resources, Inc., an Oklahoma corporation (the “Company”), issued a press release announcing that, subject to market conditions, it intends to commence an offering of senior notes due 2031 in a private placement to eligible purchasers. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
In addition, on November 10, 2020, the Company issued a press release announcing cash tender offers for up to $1,000,000,000 aggregate principle amount of its 5.0% senior notes due 2022 and 4.5% senior notes due 2023 (the “Tender Offers”). The terms and conditions of the Tender Offers are described in an Offer to Purchase, dated November 10, 2020. A copy of the press release is furnished as Exhibit 99.2 hereto and incorporated by reference herein.
The press releases shall not constitute offers to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
Item 9.01 – Financial Statements and Exhibits.
|99.1||Press release dated November 10, 2020 announcing offering of senior notes due 2031.|
|99.2||Press release dated November 10, 2020 announcing the Tender Offers.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|CONTINENTAL RESOURCES, INC.|
|Dated: November 10, 2020|
/s/ John D. Hart
|John D. Hart|
|Senior Vice President, Chief Financial Officer & Treasurer|