CONTINENTAL RESOURCES, INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-11-22: Form 8-K; Period of report 2022-11-22; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 2.01.
- 2022-11-10: Form 8-K; Period of report 2022-11-10; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2022-11-02: Form 8-K; Period of report 2022-11-02; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2022-10-17: Form 8-K; Period of report 2022-10-16; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-11-22 | 8-K | 2022-11-22 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 2.01 The aggregate consideration paid by Merger Sub in the Offer and the Merger to purchase all outstanding Shares (other than the Shares already owned by the Hamm Family), was approximately $4.2 billion. 3.01 In connection with the consummation of the Merger, the Company: (i) notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger; and (ii) requested that the NYSE (x) suspend trading of the Shares on the morning of November 23, 2022, prior to market open, and (y) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information contained in the Introductory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.02 Upon completion of the Merger on November 22, 2022, in accordance with the Merger Agreement, Merger Sub’s sole director immediately before the Merger, Mr. Hamm, became the sole director of the Company. 8.01 On November 22, 2022, the Company issued a press release announcing the completion of the Offer and the anticipated completion of the Merger, which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01. | d105866d8k.htm |
| 2022-11-10 | 8-K | 2022-11-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d414481d8k.htm |
| 2022-11-02 | 8-K | 2022-11-02 | 2.02 Results of Operations and Financial Condition | 2.02 On November 2, 2022, Continental Resources, Inc. (the “Company”) issued a press release announcing, among other things, its third quarter 2022 financial and operating results. | clr-20221102.htm |
| 2022-10-17 | 8-K | 2022-10-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d365707d8k.htm |
| 2022-10-17 | 8-K | 2022-10-16 | 8.01 Other Events | 8.01 On October 16, 2022, Continental Resources, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omega Acquisition, Inc., an Oklahoma corporation (“Merger Sub”), 100% of the capital stock of which is owned by Harold G. Hamm. | d316764d8k.htm |
| 2022-08-31 | 8-K | 2022-08-31 | 8.01 Other Events | 8.01 As previously disclosed in a Current Report on Form 8-K filed by Continental Resources, Inc. (the “Company”) on December 22, 2021, on December 21, 2021 the Company completed its previously announced acquisition of oil and gas assets and properties from certain subsidiaries of Pioneer Natural Resources Company pursuant to a purchase and sale agreement in which the Company purchased: (i) 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 (ii) certain oil and gas assets and properties in the Permian Basin (collectively, the “Pioneer Acquisition”). | clr-20220831.htm |
| 2022-08-26 | 8-K | 2022-08-24 | 8.01 Other Events | 8.01 On August 24, 2022, Continental Resources, Inc., an Oklahoma corporation, as borrower (the “Borrower”), MUFG Bank, Ltd. (as successor to MUFG Union Bank, N.A.), as administrative agent (the “Administrative Agent”), the guarantors party thereto, the issuing banks and the lenders party thereto entered into that certain Amendment No. 1 and Agreement (the “Amendment”) to that certain Revolving Credit Agreement, dated as of October 29, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment, the “Existing Credit Agreement”, and, as further amended by the Amendment, the “Amended Credit Agreement”), among the Borrower, the Administrative Agent, the guarantors party thereto and the lenders party thereto. | d390889d8k.htm |
| 2022-08-19 | 8-K | 2022-08-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 17, 2022 (the “Approval Date”), the Board of Directors (the “Board”) of Continental Resources, Inc. (the “Company”) approved the appointment of Robert D. (“Doug”) Lawler to serve as the Company’s President, transitioning the role from William B. Berry, who will continue to serve as the Company’s Chief Executive Officer. | d47078d8k.htm |
| 2022-07-28 | 8-K | 2022-07-28 | 2.02 Results of Operations and Financial Condition | 2.02 On July 28, 2022, Continental Resources, Inc. (the “Company”) issued a press release announcing, among other things, its second quarter 2022 financial and operating results and updating 2022 operational guidance. | clr-20220728.htm |
| 2022-06-14 | 8-K | 2022-06-13 | 7.01 Regulation FD Disclosure | 7.01 On June 14, 2022, Continental Resources, Inc. (“Continental”) issued a press release announcing 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 established for the benefit of Mr. Hamm’s family members (collectively, the “Hamm Family”) to acquire for cash all of the outstanding shares of common stock (the “Common Stock”) of Continental, other than shares of Common Stock owned by the Hamm Family and shares of Common Stock underlying unvested equity awards issued under Continental’s long-term incentive plans, at a price of $70.00 per share. | d295044d8k.htm |
| 2022-05-20 | 8-K | 2022-05-19 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Continental Resources, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on May 19, 2022. | d216004d8k.htm |
| 2022-05-19 | 8-K | 2022-05-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 At the Annual Meeting of Shareholders (the “2022 Annual Meeting”) of Continental Resources, Inc. (the “Company”) held on May 19, 2022, the Company’s shareholders, upon recommendation of the Company’s Board of Directors (the “Board”), approved the Company’s 2022 Long-Term Incentive Plan (the “2022 Plan”). | d361401d8k.htm |
| 2022-05-05 | 8-K | 2022-05-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 4, 2022, Continental Resources, Inc. (the “Company”) issued a press release announcing, among other things, its first quarter 2022 financial and operating results and updating 2022 operational guidance. 7.01 Reference materials in connection with the first quarter 2022 earnings call scheduled for May 5, 2022, at 10:00 a.m. | clr-20220504.htm |
| 2022-04-27 | 8-K | 2022-04-27 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On April 27, 2022, Continental Resources, Inc. (the “Company”) issued a press release announcing, among other things, 2022 first quarter production as well as a revised 2022 capital expenditure budget, quarterly dividend and updated 2022 operational guidance. 7.01 Reference materials in connection with the first quarter 2022 earnings call scheduled for May 5, 2022 at 10:00 a.m. | d283110d8k.htm |
| 2022-04-01 | 8-K | 2022-04-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 1, 2022 the Board of Directors of Continental Resources, Inc. (the “Company”) approved a Consulting Agreement (the “Consulting Agreement”), with Jack Stark, the Company’s President, based upon the recommendation of the Audit Committee. | d307424d8k.htm |
| 2022-02-23 | 8-K/A | 2021-12-21 | 9.01 Financial Statements and Exhibits | 9.01 (a) Financial statements of business to be acquired. | d310964d8ka.htm |
| 2022-02-15 | 8-K | 2022-02-14 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 14, 2022, Continental Resources, Inc. (the “Company”) issued a press release announcing, among other things, its fourth quarter and full-year 2021 financial and operating results, 2022 capital expenditure budget and 2022 operational guidance. 7.01 Reference materials in connection with the fourth quarter and full-year 2021 earnings call scheduled for February 15, 2022 at 12:00 p.m. | d272362d8k.htm |
| 2022-02-14 | 8-K | 2022-02-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As part of its quarterly meeting on February 8, 2022, the Compensation Committee of Continental Resources, Inc. (the “Company”) approved the accelerated vesting of the shares held by Jack Stark, President, effective upon the last day of his employment, which is expected to be by late spring of 2022. | d273664d8k.htm |
| 2022-01-21 | 8-K | 2022-01-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 19, 2022, Patrick W. Bent, Senior Vice President, Operations advised Continental Resources, Inc. (the “Company”) of his intention to retire from such position effective at the close of business January 20, 2022. | d294624d8k.htm |
| 2022-01-18 | 8-K | 2022-01-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 12, 2022, the Board of Directors (the “Board”) of Continental Resources, Inc. (the “Company”) approved the appointment of Robert D. (“Doug”) Lawler to serve as the Company’s Chief Operating Officer (“COO”) and Executive Vice President, effective February 1, 2022. | d349754d8k.htm |