Four Firms Steer Take-Private Deal for Shale Firm Continental

Vinson & Elkins is advising billionaire shale driller Harold Hamm on his approximately $4.3 billion take-private offer for independent oil and natural gas producer Continental Resources, Inc., which he founded 55 years ago.

Oklahoma City-based Continental has entered into a merger agreement with Hamm, who with the rest of his family owns around 83% of Continental’s shares. Gibson Dunn & Crutcher, Wachtell Lipton, and Sidley Austin are also advising in the deal, according to emailed statements.

The merger agreement calls for an Oklahoma-based entity owned by Hamm, Omega Acquisition, Inc., to acquire the approximately 58 million shares that his family does not own. Hamm is offering $74.28 a share in cash, representing a 15% premium to the closing price on June 13, the day before Hamm’s family announced its initial $70 offer, a statement said.

Hamm said the merger will allow the company to produce more oil, which the world “desperately needs,” according to a Bloomberg News report. The report said Smead Capital Management, the largest minority investor in Continental with a 2% stake, panned the agreement as undervaluing the company. The agreement does not require a shareholder vote and is expected to close Dec. 31.

Vinson & Elkins capital markets and M&A partner David Oelman led the firm’s team representing Hamm and his family, a statement said. Gibson Dunn & Crutcher said it’s representing Intrepid Partners—which is acting as financial adviser to Hamm—with a corporate team including partners Hillary Holmes and Tull Florey and associates Ashley Whittington and Michael Holmes.

A Wachtell corporate team lead by partner David Katz counseled the special committee of Continental Resources’ board of directors. Sidley Austin said it represented Evercore, financial adviser to the special committee, with a team including private equity and M&A partner Mark Metts and senior managing energy and infrastructure associate Kayleigh McNelis.