Details of Harold Hamm’s $4.3 billion takeover of Continental Resources were made known this week in filings with the U.S. Securities Exchange Commission.
In two separate filings, Hamm and his Omega Acquisition, Inc., the firm merging with Continental Resources to complete the takeover, offered detailed ownership of company shares by the Hamm family and members of his Trust.
If there was ever any concern about Hamm’s availability of the cash to take private the company, the billionaire oilman assured investors last June, “The Hamm Family is well positioned to negotiate and complete the Proposed Transaction, including obtaining any required financing, in an expeditious manner.”
One filing indicated that members of a special committee created by Continental’s Board of Directors, negotiated and evaluated the latest offer made by Hamm, who founded in the company in the late 1960s. In recent months, Hamm expressed a desire to take the company private.
One of the filings indicated Hamm was the “reporting person” and that “The Reporting Person and Shelly G. Lambertz recused themselves from the Board approval due to their status as Founder Family Rollover Shareholders.”
Lambertz has been a director at Continental resources since May 208 and is the company’s Executive Vice President, Chief Culture and Administrative Officer. She previously was the Chief Operating Officer at Hamm Capital and is a Director of the Harold Hamm Foundation.
Earlier in her career, Lambertz worked for Hamm & Phillips Service Company and also was an aide to former Congressmen Mickey Edwards of Oklahoma and Bob Michel of Illinois and to Rep. Frank Lucas.
In addition, “None of the Reporting Persons have effected any transactions in the Common Stock in the last 60 days,” stated one SEC filing.
In order for Hamm’s offer to be consummated, he had to guarantee a payment up to $274 million according to one of the SEC filings. The merger agreement also provided for certain termination rights by both Hamm and Continental. The deal could be terminated if final approval isn’t made by Dec. 31, 2022.
Where’s Hamm getting the funds to carry out the takeover? Obviously, he is a billionaire.
One SEC filing indicated that “all of the capital necessary to consummate the Transaction will be obtained from the Issuer’s cash balances, borrowings under the Issuer’s revolving credit facility and borrowings under a term loan which the Issuer is in the process of negotiating with its lenders and which the Issuer expects to be available for such borrowings prior to the closing of the Transaction.”
One of the filings repeated the ownership detail of the Hamm family members offered in a similar SEC filing when Hamm made his first takeover in June of $70 a share.
The June filing indicated that as a trustee or co-trustee of the Trusts, Roger Clement controls 39.4% of the shares; Shelly Glenn Lambertz owns 7.9%; Harold Thomas Hamm owns 7.9% while Hilary Honor Hamm has ownership of 7.8%.
Jane Elizabeth Hamm Lerum owns 7.9% and Deana Ann Cunningham has ownership of 7.9%. Jackson Alexander White owns 1,888 shares of common stock or 0.0% of the outstanding shares.
Once the merger and takeover are complete, anyone holding a share of Common Stock will receive Hamm’s offer of $74.28 per share. At that point, each share held by a member of the Hamm Founder Family will be converted into a newly issued share of the surviving corporation.