Continental Resources announced Oct. 17 that it accepted the Hamm family’s sweetened offer to take the company private in a deal that values it at $27 billion.
The bid, for $74.28 per share from Hamm-controlled Omega Acquisition Inc. versus the previously offered $70 per share, would be for 58 million shares of common stock, or around $4.3 billion.
The new offer represents a 15 percent premium over the closing price of the common stock of $64.50 as of June 13, before the June 14 announcement of the Hamm family’s initial offer to Continental.
The offering price includes 28 cents per share in lieu of Continental’s anticipated dividend for the third quarter of 2022. Continental will not pay dividends between the signing and closing of the transaction.
The deal, which doesn’t require a vote by Continental’s shareholders under Oklahoma state law, is currently expected to close before Dec. 31.
Smead Capital president Cole Smead, Continental’s largest shareholder after the Hamm family, told the Financial Times the new offer still undervalued the assets and said the board’s approval looked like a “backdoor deal.”
As The Texas Lawbook previously reported, Hamm tapped Intrepid Partners as financial advisor, including Skip McGee, and Vinson & Elkins as legal counsel led by partners David Oelman, Mike Telle and Steve Gill.
The V&E leads were assisted by David Bumgardner, Markeya Brown, Mary Busse, Michelle Yang, David D’Alessandro, Missy Spohn, Roxy Barbera, James Longhofer, Taylor Daily, John Lynch, Ryan Carney, Keleigh Carver, Larry Pechacek, Michael Kurzer, Marcus Martinez, Michael Holmes, Craig Zieminski, Darren Tucker, Evan Miller and Jing Tong.
Intrepid is counseled by a Gibson Dunn team of Hillary Holmes and Tull Florey, supported by associates Ashley Whittington and Michael Holmes.
The special committee used Evercore and Wachtell, Lipton, Rosen & Katz. Evercore, in turn, was advised by Sidley partner Mark Metts and Kayleigh McNelis, senior managing associate — both in Houston.
There is no financing condition to the transaction, the press release said. It is expected that the deal will be financed using a combination of the company’s cash on hand, borrowings under its existing revolver and a new term loan facility.
Harold Hamm, a billionaire founder of Continental who ran it as a private company until 2007, currently serves as its chairman of the board. He and the rest of the Hamm family collectively own about 83 percent of Continental’s stock.