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): December 21, 2021
CONTINENTAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
|20 N. Broadway|
Oklahoma City, Oklahoma
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (405) 234-9000
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):
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 12(b) of the Act:
Title of each class:
Name of each exchange
|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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Completion of Acquisition or Disposition of Assets.
As previously disclosed in a Current Report on Form 8-K filed by Continental Resources, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 5, 2021, the Company entered into a purchase and sale agreement (the “Agreement”) with Parsley Energy, LLC (“Parsley Energy”), Parsley Energy, L.P. (“Parsley LP”), Parsley Minerals, LLC (“Parsley Minerals”), and Parsley Energy Operations, LLC (together with Parsley Energy, Parsley LP and Parsley Minerals, the “Sellers”), and solely for the limited purposes set forth in the Agreement, Pioneer Natural Resources Company, pursuant to which the Company agreed to purchase: (a) 100% of the issued and outstanding limited liability company interests of Jagged Peak Energy LLC, which in turn owns 100% of the issued and outstanding limited liability company interests of Parsley SoDe Water LLC; and (b) certain oil and gas assets and properties in the Permian Basin (collectively, the “Acquisition”).
The Acquisition closed on December 21, 2021. The purchase price paid to the Sellers at the closing of the Acquisition was approximately $2.74 billion in cash, which reflects adjustments made pursuant to the Agreement and the application of a $325 million deposit made by the Company at signing. The Company funded the purchase price and related transaction costs with respect to the Acquisition through cash on hand, utilization of credit facility borrowing capacity, and the issuance of senior notes.
The material terms of the Agreement previously disclosed in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2021 are incorporated by reference. The description of the Agreement included or incorporated by reference in this Current Report on Form 8-K is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 2.1 and is incorporated by reference.
Financial Statements and Exhibits.
(a) Financial statements of business to be acquired.
The Company will file the financial statements required by Item 9.01(a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The Company will file the pro forma financial information required by Item 9.01(b) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.
Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request.
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.|
/s/ John D. Hart
|John D. Hart|
|Senior Vice President, Chief Financial Officer & Chief Strategy Officer|
Date: December 22, 2021