Continental Resources, Inc. Announces 4 1/2% Senior Notes Exchange Offer
OKLAHOMA CITY, June 12, 2013 /PRNewswire/ -- Continental Resources, Inc. (the "Company") (NYSE:CLR) announced today that it has commenced a registered exchange offer to exchange up to $1.5 billion aggregate principal amount of its 4 1/2% Senior Notes due 2023, which have been registered under the Securities Act of 1933, as amended (the "Exchange Notes"), for up to $1.5 billion of its outstanding 4 1/2% Senior Notes due 2023, which were issued on April 5, 2013 in a private placement (the "Private Notes").
The sole purpose of the exchange offer is to fulfill the Company's obligations with respect to the registration of the Private Notes. Pursuant to a registration rights agreement entered into by the Company in connection with the sale of the Private Notes, the Company agreed to file with the Securities and Exchange Commission a registration statement relating to an exchange offer pursuant to which Exchange Notes, containing substantially identical terms to the Private Notes, would be offered in exchange for Private Notes that are tendered by the holders of those notes (the "Exchange Offer").
The Exchange Offer will expire at 5:00 p.m., New York City time, on July 12, 2013, unless extended. Private Notes tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the expiration date by following the procedures set forth in the prospectus pertaining to the Exchange Offer (the "Exchange Offer Prospectus").
The terms of the Exchange Offer are contained in the Exchange Offer Prospectus and related letter of transmittal. Requests for assistance or for copies of the Exchange Offer Prospectus and related letter of transmittal should be directed to the exchange agent, Wilmington Trust, National Association, c/o Wilmington Trust Company, Corporate Capital Markets, Rodney Square North, 1100 N. Market Street, Wilmington, DE 19890-1626, Attention: Sam Hamed, telephone: (302) 636-6181.
This press release shall not constitute an offer to sell any securities or a solicitation of an offer to buy any securities. The Exchange Offer will be made only by means of a written prospectus.
Cautionary Statement for the Purpose of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995
This press release 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 press release other than statements of historical fact, including, but not limited to, statements or information concerning the Company's future operations, performance, financial condition, production and reserves, schedules, plans, timing of development, returns, budgets, costs, business strategy, objectives, and cash flow, are forward-looking statements. When used in this press release, the words "could," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," "budget," "plan," "continue," "potential," "guidance," "strategy," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on the Company's current expectations and assumptions about future events and currently available information as to the outcome and timing of future events. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable and based on reasonable assumptions, no assurance can be given that such expectations will be correct or achieved or that the assumptions are accurate. When considering forward-looking statements, readers should keep in mind the risk factors and other cautionary statements described under Part I, Item 1A. Risk Factors included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012, registration statements and other reports filed from time to time with the Securities and Exchange Commission (SEC), and other announcements the Company makes from time to time.
The Company cautions readers that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company's control, incident to the exploration for, and development, production, and sale of, crude oil and natural gas. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating crude oil and natural gas reserves and in projecting future rates of production, cash flows and access to capital, the timing of development expenditures, and the other risks described under Part I, Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2012, registration statements and other reports filed from time to time with the SEC, and other announcements the Company makes from time to time.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, the Company'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. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may make.
Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements to reflect events or circumstances after the date of this press release.
SOURCE Continental Resources