| Item 1.01 |
Entry into a Material Definitive Agreement. |
Term Loan Agreement
On November 10, 2022, Continental Resources, Inc., an Oklahoma corporation (the “Company”), as borrower, entered into an unsecured Term Loan Agreement (the “Term Loan Agreement”) with MUFG Bank, Ltd., as Administrative Agent and the other lenders named therein (the “Term Loan Credit Facility”). MUFG Bank, Ltd. and BofA Securities, Inc., Mizuho Bank, Ltd., Royal Bank of Canada, TD Securities (USA) LLC, Truist Securities, Inc., Wells Fargo Securities, LLC and Manufacturers and Traders Trust Company, were joint lead arrangers and joint book runners for the Term Loan Credit Facility. Under the Term Loan Credit Facility, the Company has a borrowing capacity of $750 million and the Term Loan Credit Facility has a maturity date in November 2025. The Company’s obligations under the Term Loan Credit Facility are guaranteed by its subsidiaries Banner Pipeline Company, L.L.C., an Oklahoma limited liability company, The Mineral Resources Company, an Oklahoma corporation, CLR Asset Holdings, LLC, an Oklahoma limited liability company, SCS1 Holdings LLC, an Oklahoma limited liability company, Continental Innovations LLC, an Oklahoma limited liability company, Jagged Peak Energy LLC, a Delaware limited liability company, and Parsley SoDe Water LLC, a Delaware limited liability company (collectively, the “Restricted Subsidiaries”).
The Term Loan Agreement contains customary covenants and restrictive provisions which may, among other things, (i) restrict the ability of the Company and its Restricted Subsidiaries to create or incur liens or engage in sale and leaseback transactions, (ii) limit the amount of debt that can be incurred by the subsidiaries of the Company that do not guarantee the Term Loan Credit Facility and (iii) restrict the ability of the Company to merge or consolidate in a transaction where the Company is not the surviving entity (provided that the Company may enter into such transaction subject to conditions set forth in the Term Loan Agreement) or sell all or substantially all of its assets. Additionally, the Term Loan Agreement also contains a financial covenant that requires the Company to maintain a net debt to total capitalization ratio that does not exceed 0.65 to 1.0. The Term Loan Agreement also contains a change in control provision under which an Event of Default would occur if (a) prior to the Merger Closing Date (as defined in the Term Loan Agreement), any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than the Hamm Group (as defined in the Term Loan Agreement) becomes the direct or indirect beneficial owner of more than 50% of the voting stock of the Company and (b) on and after the Merger Closing Date, the Hamm Group fails to have the beneficial ownership of more than 50% of the voting stock of the Company.
The Term Loan Agreement provides for borrowings of either, at the Company’s option, alternate base rate loans or SOFR loans. Alternate base rate loans bear interest at a rate per annum equal to the greatest of (a) the reference rate as publicly announced from time to time by MUFG Bank, Ltd., (b) the federal funds effective rate, plus 1/2 of 1% and (c) the adjusted term SOFR rate for an interest period of one month plus 1%.
The Term Loan Agreement includes events of default relating to customary matters, including, among other things, nonpayment of principal, interest or other amounts; failure to observe or perform covenants; inaccuracy of representations and warranties in any material respect; cross-payment default with respect to payments in excess of $10 million in the aggregate owed in respect of indebtedness in an aggregate principal amount exceeding $100 million; cross acceleration in connection with certain indebtedness with an aggregate principal amount in excess of $100 million; bankruptcy; judgments involving liability exceeding $100 million that are not paid; and certain ERISA events. Many events of default are subject to customary notice and cure periods.
The above description of the material terms and conditions of the Term Loan Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Credit Facility, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Amendment No. 2 to Revolving Credit Agreement
On November 10, 2022, the Company, as borrower, also entered into that certain Amendment No. 2 to Revolving Credit Agreement, with the Restricted Subsidiaries, as guarantors, MUFG Bank, Ltd., as administrative agent, and the lenders party thereto, which, among other things, amended the definition of “Change in Control” in that certain Revolving Credit Agreement by and among the Company, as borrower, MUFG Bank, Ltd., as administrative agent, and the lenders and issuing banks party thereto dated as of October 29, 2021 (as amended by
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