Blog: CONTINENTAL RESOURCES, INC : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01. Regulation FD Disclosure.

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. A copy
of the press release is furnished with this Form 8-K as Exhibit 99.1 and
incorporated into this Item 7.01 by reference.

In addition, on June 14, 2022, Mr. Hamm sent an email communication regarding
the proposal to Continental’s employees. A copy of such communication is
furnished with this Form 8-K as Exhibit 99.2 and incorporated into this Item
7.01 by reference.

In accordance with General Instruction B.2 to Form 8-K, the information provided
under this Item 7.01 and the information attached to this Form 8-K as Exhibits
99.1 and 99.2 shall be deemed to be “furnished” and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, regardless of the
general incorporation language of such filing, except as expressly set forth by
specific reference in such filing.

Cautionary Statement for the Purpose of the “Safe Harbor” Provisions of the
Private Securities Litigation Reform Act of 1995

This communication includes “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements included in this communication and the
accompanying press release other than statements of historical fact, including,
but not limited to, forecasts or expectations regarding the proposed tender
offer referenced in the attached press release, the formation of a special
committee of independent directors and the negotiation and consummation of any
transaction in respect of the proposal are forward-looking statements.
Forward-looking statements are based on current expectations and assumptions
about future events and currently available information as to the outcome and
timing of future events. Such statements are inherently subject to numerous
business, economic, competitive, regulatory and other risks and uncertainties,
most of which are difficult to predict and many of which are beyond
Continental’s control. No assurance can be given that such expectations will be
correct or achieved or that the assumptions are accurate or that any transaction
will ultimately be consummated. The risk and uncertainties include, but are not
limited to, commodity price volatility; the geographic concentration of
Continental operations; financial market and economic volatility; the effects of
any national or international health crisis; the inability to access needed
capital; the risks and potential liabilities inherent in crude oil and natural
gas drilling and production and the availability of insurance to cover any
losses resulting therefrom; difficulties in estimating proved reserves and other
reserves-based measures; declines in the values of our crude oil and natural gas
properties resulting in impairment charges; our ability to replace proved
reserves and sustain production; our ability to pay future dividends or complete
share repurchases; the availability or cost of equipment and oilfield services;
leasehold terms expiring on undeveloped acreage before production can be
established; our ability to project future production, achieve targeted results
in drilling and well operations and predict the amount and timing of development
expenditures; the availability and cost of transportation, processing and
refining facilities; legislative and regulatory changes adversely affecting our
industry and our business, including initiatives related to hydraulic fracturing
and greenhouse gas emissions; increased market and industry competition,
including from alternative fuels and other energy sources; and the other risks
described under Part I, Item 1A., Risk Factors and elsewhere in Continental’s
Annual Report on Form 10-K for the year ended December 31, 2021, registration
statements and other reports filed from time to time with the SEC, and other
announcements Continental makes from time to time. Readers are cautioned not to
place undue reliance on forward-looking statements, which speak only as of the
date on which such statement is made. Should one or more of the risks or
uncertainties described in this communication occur, or should underlying
assumptions prove incorrect, Continental’s actual results and plans could differ
materially from those expressed in any forward-looking statements. All
forward-looking statements are expressly qualified in their entirety by this
cautionary statement. Except as otherwise required by applicable law,
Continental undertakes no obligation to publicly correct or update any
forward-looking statement whether as a result of new information, future events
or circumstances after the date of this report, or otherwise.


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Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits

Exhibit
Number       Description

99.1           Press release dated June 14, 2022.

99.2           Email communication from Harold G. Hamm to employees of Continental
             Resources, Inc. distributed June 14, 2022.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).



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