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CLR > SEC Filings for CLR > Form 8-K on 13-May-2014All Recent SEC Filings

Show all filings for CONTINENTAL RESOURCES, INC

Form 8-K for CONTINENTAL RESOURCES, INC


13-May-2014

Entry into a Material Definitive Agreement, Other Events, Financial St


Item 1.01 - Entry into a Material Definitive Agreement.

Purchase Agreement

On May 12, 2014, Continental Resources, Inc. (the "Company"), Banner Pipeline Company, L.L.C. and CLR Asset Holdings, LLC (together with Banner Pipeline Company, L.L.C., the "Initial Guarantors") entered into a Purchase Agreement (the "Purchase Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated as the representative of the several initial purchasers (collectively, the "Initial Purchasers"), relating to the issuance and sale of $1.0 billion in aggregate principal amount of the Company's 3.800% senior unsecured notes due 2024 and $700 million in aggregate principal amount of the Company's 4.900% senior unsecured notes due 2044 (the "Notes"). The Notes were offered and will be sold in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be resold to qualified institutional buyers under Rule 144A of the Securities Act and outside the United States to non-U.S. persons in compliance with Regulation S of the Securities Act.

The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Initial Guarantors, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. The Company and the Initial Guarantors also agreed to enter into a registration rights agreement with holders of the Notes. A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K ("Form 8-K") and is incorporated herein by reference. The description of the Purchase Agreement in this report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.

Relationships

Certain of the Initial Purchasers and certain of their affiliates have provided, and may in the future provide, various investment banking, commercial banking and other financial services to the Company and the Initial Guarantors, for which services they have received and may in the future receive customary fees. Affiliates of certain of the Initial Purchasers are lenders under the Company's revolving credit facility. The Company intends to use the net proceeds from the offering of these Notes to repay in full amounts outstanding under its revolving credit facility, to finance the redemption of its 8 1/4% Senior Notes due 2019 and for general corporate purposes. Therefore, affiliates of certain of the Initial Purchasers will be repaid with a portion of the net proceeds of the offering of the Notes.



Item 8.01 - Other Events.

On May 12, 2014, the Company issued a press release announcing the pricing of the Notes. A copy of the Company's press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The press release shall not constitute an offer 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.

(d) Exhibits.

Exhibit
No.                                       Description

10.1         Purchase Agreement dated as of May 12, 2014 among Continental
             Resources, Inc., Banner Pipeline Company, L.L.C., CLR Asset Holdings,
             LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as the
             representative of the several initial purchasers.

99.1         Press release dated May 12, 2014 announcing the pricing of the Notes.


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