Continental Resources Inc (CLR) SC TO-T/AThird party tender offer statement (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 3)

CONTINENTAL RESOURCES, INC.

(Name of Subject Company)

OMEGA ACQUISITION, INC.

(Offeror)

An entity wholly owned by Harold G. Hamm

Common Stock ($0.01 par value)

(Title of Class of Securities)

212015 10 1

(CUSIP Number of Class of Securities)

Omega Acquisition, Inc.

c/o Debra Richards

Hamm Capital LLC

P.O. Box 1295

Oklahoma City, Oklahoma 73101

(405) 605-7788

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

David P. Oelman

Michael S. Telle

Stephen M. Gill

Vinson & Elkins L.L.P.

845 Texas Avenue, Suite 4700

Houston, Texas 77002

(713) 758 - 2222

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.   ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 3 to the Tender Offer Statement on Schedule TO amends and supplements the Schedule TO filed with the Securities and Exchange Commission (the “Commission”) on October 24, 2022, as amended by Amendment No. 1 filed with the Commission on November 7, 2022 and Amendment No. 2 filed with the Commission on November 10, 2022 (the “Schedule TO”), and relates to the offer by Omega Acquisition, Inc., an Oklahoma corporation (the “Purchaser”) incorporated by Harold G. Hamm (the “Founder”), a natural person residing in the State of Oklahoma and an affiliate of Continental Resources, Inc. (the “Company”), to purchase any and all of the outstanding shares of common stock of the Company, par value $0.01 per share (the “Shares”), other than: (i) Shares owned by the Founder, certain of the Founder’s family members and their affiliated entities; and (ii) Shares underlying unvested Company restricted stock awards, for $74.28 per share in cash, without interest and subject to deduction for any required withholding taxes and upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 24, 2022 (as amended from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended from time to time), each of which are incorporated by reference to Exhibits (a)(1)(i) and (a)(1)(ii), respectively, of the Schedule TO.

The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in the Schedule TO, and is supplemented by the information specifically provided herein, except as otherwise set forth below. Capitalized terms used but not defined herein have the applicable meanings ascribed to them in the Schedule TO or the Offer to Purchase.

Items 1 through 11 and Item 13.

Items 1 through 11 and Item 13 of the Schedule TO are hereby amended and supplemented as follows:

The Offer and withdrawal rights expired at one minute after 11:59 p.m., New York City time, on Monday, November 21, 2022. The Depositary for the Offer has indicated that a total of 36,312,840 Shares were validly tendered and not validly withdrawn pursuant to the Offer as of the Expiration Date, representing approximately 62.5% of the outstanding Shares other than Rollover Shares. In addition, Notices of Guaranteed Delivery have been delivered for 3,443,485 Shares, representing approximately 5.9% of the outstanding Shares other than Rollover Shares. All Shares that were validly tendered and not withdrawn pursuant to the Offer have been accepted for payment by the Purchaser.

On November 22, 2022, the Merger was completed pursuant to the terms of the Merger Agreement. On such date, the Purchaser merged with and into the Company in accordance with Section 1081.H of the OGCA, with the Company continuing as the Surviving Corporation wholly owned by the Founder Family Rollover Shareholders. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Share (other than (i) the Rollover Shares; (ii) Shares owned by the Company as treasury stock or owned by any wholly owned subsidiary of the Company, including Shares irrevocably accepted by the Purchaser pursuant to the Offer; and (iii) Shares held by a holder who is entitled to demand and properly demanded appraisal for such Shares in accordance with Section 1091 of the OGCA) was converted into the right to receive $74.28 per Share, in cash, without interest and subject to deduction for any required withholding taxes.

Promptly following consummation of the Merger, the Purchaser intends to cause all Shares to be delisted from the New York Stock Exchange and deregistered under the Exchange Act.

Item 12. Exhibits.

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Schedule TO filed on November 7, 2022 and Amendment No. 2 to the Schedule TO filed on November 10, 2022.

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SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: November 22, 2022

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