Obligation Continental Resources 4.5% ( US212015AL58 ) en USD

Continental Resources

98.36 % ⇌

Etas-Unis

US212015AL58 ( en USD )

4.5% par an ( paiement semestriel )

14/04/2023 - Obligation échue

Prospectus brochure de l'obligation Continental Resources US212015AL58 en USD 4.5%, échue

2 000 USD

1 500 000 000 USD

212015AL5

BB+ ( Spéculatif )

Ba1 ( Spéculatif )

L'Obligation émise par Continental Resources ( Etas-Unis ) , en USD, avec le code ISIN US212015AL58, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2023

L'Obligation émise par Continental Resources ( Etas-Unis ) , en USD, avec le code ISIN US212015AL58, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Continental Resources ( Etas-Unis ) , en USD, avec le code ISIN US212015AL58, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

424b3
http://www.sec.gov/Archives/edgar/data/732834/000119312513254906/...
424B3 1 d519066d424b3.htm 424B3
Table of Contents
Filed Pursuant to Rule 424(b)(3)
SEC File No. 333-188097

PROSPECTUS

Offer to Exchange
Up To $1,500,000,000 of
4 1/ %
2
Senior Notes due 2023 (CUSIP Nos. 212015 AK7 and U21180 AC5)
That Have Not Been Registered Under
The Securities Act of 1933
For
Up To $1,500,000,000 of
4 1/ %
2
Senior Notes due 2023 (CUSIP No. 212015 AL5)
That Have Been Registered Under
The Securities Act of 1933

Terms of the New 4 1/ %
2
Senior Notes due 2023 Offered in the Exchange Offer:

· The terms of the new notes (CUSIP No. 212015 AL5 (the "New Notes")) are identical to the terms of the old notes that were issued on April 5, 2013

(CUSIP Nos. 212015 AK7 and U21180 AC5 (the "Old Notes")), except that the New Notes will be registered under the Securities Act of 1933 and will
not contain restrictions on transfer, registration rights or provisions for additional interest.
Terms of the Exchange Offer:

· We are offering to exchange up to $1,500,000,000 of our Old Notes for New Notes with materially identical terms that have been registered under the

Securities Act of 1933 and are freely tradable.

· We will exchange all Old Notes that you validly tender and do not validly withdraw before the exchange offer expires for an equal principal amount of

New Notes.

· The exchange offer expires at 5:00 p.m., New York City time, on July 12, 2013, unless extended.

· Tenders of Old Notes may be withdrawn at any time prior to the expiration of the exchange offer.

· The exchange of New Notes for Old Notes will not be a taxable event for U.S. federal income tax purposes.

· Broker-dealers who receive New Notes pursuant to the exchange offer acknowledge that they will deliver a prospectus in connection with any resale of

such New Notes.

· Broker-dealers who acquired the Old Notes as a result of market-making or other trading activities may use the prospectus for the exchange offer, as

supplemented or amended, in connection with resales of the New Notes.

You should carefully consider the risk factors beginning on page 8 of this prospectus before participating in the exchange
offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is June 11, 2013
1 of 62
6/12/2013 9:03 AM

424b3
http://www.sec.gov/Archives/edgar/data/732834/000119312513254906/...
Table of Contents
This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In making your investment decision, you
should rely only on the information contained or incorporated by reference in this prospectus and in the accompanying letter of transmittal. We have not
authorized anyone to provide you with any other information. We are not making an offer to sell these securities or soliciting an offer to buy these securities in
any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone
whom it is unlawful to make an offer or solicitation. You should not assume that the information contained in this prospectus, as well as the information we
previously filed with the Securities and Exchange Commission that is incorporated by reference herein, is accurate as of any date other than its respective
date.
TABLE OF CONTENTS

Page
Cautionary Statement Regarding Forward-Looking Statements

i

Prospectus Summary

1

Risk Factors

8

Exchange Offer

13
Ratio of Earnings to Fixed Charges

20
Use of Proceeds

21
Description of Notes

22
Book-Entry; Delivery and Form

47
Plan of Distribution

50
Material United States Federal Tax Consequences

51
Legal Matters

51
Experts

51
Where You Can Find More Information; Incorporation By Reference

51
Annex A: Letter of Transmittal

A-1

In this prospectus, "we," "us," "our," the "Company," and "Continental" refer to Continental Resources, Inc. and its consolidated subsidiaries, unless otherwise
indicated or the context otherwise requires.

This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. Such
information is available without charge to holders of Old Notes upon written or oral request made to Continental Resources, Inc., 20 N. Broadway, Oklahoma
City, Oklahoma 73102, Attention: Chief Financial Officer (Telephone (405) 234-9000). To obtain timely delivery of any requested information, holders of Old
Notes must make any request no later than five business days prior to the expiration of the exchange offer.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information in this prospectus, including information in documents incorporated by reference, includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than
statements of historical fact included or incorporated by reference in this prospectus, including, but not limited to, statements or information concerning our future
operations, performance, financial condition, production and reserves, schedules, plans, timing of development, returns, budgets, costs, business strategy, objectives and
cash flow are forward-looking statements. When used in this prospectus, the words "could," "may," "believe," "anticipate," "intend," "estimate," "expect," "project"
"budget," "plan," "continue," "potential," "guidance," "strategy" and similar expressions are intended to identify forward-looking statements, although not all forward-
looking statements contain such identifying words. Forward-looking statements are based on our current expectations and assumptions

i
2 of 62
6/12/2013 9:03 AM

424b3
http://www.sec.gov/Archives/edgar/data/732834/000119312513254906/...
Table of Contents
about future events and are based on currently available information as to the outcome and timing of future events. Although we believe the expectations reflected in the
forward-looking statements are reasonable and based on reasonable assumptions, no assurance can be given that such expectations will be correct or achieved or that
the assumptions are accurate. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under
the heading "Risk Factors" included in this prospectus, the risk factors and other cautionary statements described under the heading "Risk Factors" included in our
Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference in this prospectus, and, to the extent applicable, in any
subsequently filed reports.
Without limiting the generality of the foregoing, certain statements incorporated by reference or included in this prospectus constitute forward-looking statements.
Forward-looking statements may include statements about:

· our business strategy;

· our future operations;

· our reserves;

· our technology;

· our financial strategy;

· crude oil, natural gas liquids and natural gas prices and differentials;

· the timing and amount of future production of crude oil and natural gas and flaring activities;

· the amount, nature and timing of capital expenditures;

· estimated revenues, expenses and results of operations;

· drilling and completing of wells;

· competition;

· marketing of crude oil and natural gas;

· transportation of crude oil, natural gas liquids and natural gas to markets;

· exploitation or property acquisitions or dispositions;

· costs of exploiting and developing our properties and conducting other operations;

· our financial position;

· general economic conditions;

· credit markets;

· our liquidity and access to capital;

· the impact of governmental policies, laws and regulations, as well as regulatory and legal proceedings involving us and of scheduled or potential

regulatory or legal changes;

· our future operating results;

· plans, objectives, expectations and intentions contained in this prospectus or in the documents incorporated by reference in this prospectus that are not

historical, including, without limitation, statements regarding our future growth plans;

· our commodity hedging arrangements; and

· the ability and willingness of current or potential lenders, hedging contract counterparties, customers, and working interest owners to fulfill their

obligations to us or to enter into transactions with us in the future on terms that are acceptable to us.

ii
3 of 62
6/12/2013 9:03 AM

424b3
http://www.sec.gov/Archives/edgar/data/732834/000119312513254906/...
Table of Contents
We caution you these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are
beyond our control, incident to the exploration for, and development, production, and sale of crude oil and natural gas. These risks include, but are not limited to,
commodity price volatility, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks,
regulatory changes, the uncertainty inherent in estimating crude oil and natural gas reserves and in projecting future rates of production, cash flows and access to capital,
the timing of development expenditures, and the other risks described under "Risk Factors" in this prospectus and in our Annual Report on Form 10-K for the year
ended December 31, 2012 (which is incorporated by reference in this prospectus) and, to the extent applicable, in any subsequently filed reports.
Reserve engineering is a process of estimating underground accumulations of crude oil and natural gas that cannot be measured in an exact way. The accuracy of
any reserve estimate depends on the quality of available data, the interpretation of such data, and price and cost assumptions made by reservoir engineers. In addition,
the results of drilling, testing, and production activities may justify revisions of estimates that were made previously. If significant, such revisions could change the
schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of crude oil and natural gas that
are ultimately recovered.
Should one or more of the risks or uncertainties described or incorporated by reference in this prospectus occur, or should underlying assumptions prove
incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Should one or more of the risks or
uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those
expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this prospectus, or in the documents incorporated by
reference in this prospectus, are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with
any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the
statements in this section, to reflect events or circumstances after the date of this prospectus. See also "Where You Can Find More Information; Incorporation by
Reference."

iii
4 of 62
6/12/2013 9:03 AM

424b3
http://www.sec.gov/Archives/edgar/data/732834/000119312513254906/...
Table of Contents
PROSPECTUS SUMMARY
This summary highlights some of the information contained in this prospectus and does not contain all of the information that may be important to you.
You should read this entire prospectus and the documents incorporated by reference and to which we refer you before making an investment decision. You
should carefully consider the information set forth under "Risk Factors" beginning on page 8 of this prospectus, the other cautionary statements described in
this prospectus, and the risk factors and other cautionary statements, including those described under the heading "Risk Factors" in our Annual Report on
Form 10-K for the year ended December 31, 2012, which are incorporated by reference in this prospectus, and, to the extent applicable, any subsequently
filed reports. In addition, certain statements include forward-looking information that involves risks and uncertainties. See "Cautionary Statement Regarding
Forward-Looking Statements."
In this prospectus we refer to the notes to be issued in the exchange offer as the "New Notes" and the notes issued on April 5, 2013 as the "Old Notes."
We refer to the New Notes and the Old Notes collectively as the "Notes."
Continental Resources, Inc.
We are an independent crude oil and natural gas exploration, development and production company with properties in the North, South and East regions of
the United States. For additional information about our business, operations and financial results, see the documents listed under "Where You Can Find More
Information; Incorporation By Reference."
Our principal executive offices are located at 20 N. Broadway, Oklahoma City, Oklahoma 73102, and our telephone number at that address is
(405) 234-9000.
Risk Factors
You should carefully consider all the information contained in this prospectus, including information in documents incorporated by reference, prior to
participating in the exchange offer. In particular, we urge you to carefully consider the factors set forth under "Risk Factors" beginning on page 8 of this prospectus
and those risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2012, which are incorporated by reference in this
prospectus, and, to the extent applicable, any subsequently filed reports.

1
5 of 62
6/12/2013 9:03 AM

424b3
http://www.sec.gov/Archives/edgar/data/732834/000119312513254906/...
Table of Contents
The Exchange Offer
On April 5, 2013, we completed a private offering of the Old Notes. We entered into a registration rights agreement with the initial purchasers in the private
offering in which we agreed to deliver to you this prospectus and to use commercially reasonable efforts to complete the exchange offer within 400 days after the
date we issued the Old Notes.

Exchange Offer
We are offering to exchange New Notes for Old Notes.

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on July 12, 2013, unless we decide
to extend it.

Condition to the Exchange Offer
The registration rights agreement does not require us to accept Old Notes for exchange if the
exchange offer, or the making of any exchange by a holder of the Old Notes, would violate any
applicable law or interpretation of the staff of the Securities and Exchange Commission. The
exchange offer is not conditioned on a minimum aggregate principal amount of Old Notes being
tendered.

Procedures for Tendering Old Notes
To participate in the exchange offer, you must follow the procedures established by The Depository
Trust Company, which we call "DTC," for tendering Old Notes held in book-entry form. These
procedures, which we call "ATOP," ("Automated Tender Offer Program") require that (i) the
exchange agent receive, prior to the expiration date of the exchange offer, a computer generated
message known as an "agent's message" that is transmitted through DTC's automated tender offer
program, and (ii) DTC has received:

· your instructions to exchange your Old Notes, and

· your agreement to be bound by the terms of the letter of transmittal.

For more information on tendering your Old Notes, please refer to the sections in this prospectus

entitled "Exchange Offer--Terms of the Exchange Offer," "--Procedures for Tendering," and
"Description of Notes" and "Book-Entry; Delivery and Form."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of Old Notes at any time prior to the expiration date. To withdraw,
you must submit a notice of withdrawal to the exchange agent using ATOP procedures before 5:00
p.m., New York City time, on the expiration date of the exchange offer. Please refer to the section in
this prospectus entitled "Exchange Offer--Withdrawal of Tenders."

Acceptance of Old Notes and Delivery of New Notes
If you fulfill all conditions required for proper acceptance of Old Notes, we will accept any and all
Old Notes that you properly tender in the exchange offer on or before 5:00 p.m. New York City time
on the expiration date. We will return any Old Notes that we do not accept for exchange to you
without expense promptly after the expiration date. Please refer to the section in this prospectus
entitled "Exchange Offer--Terms of the Exchange Offer."

2
6 of 62
6/12/2013 9:03 AM

424b3
http://www.sec.gov/Archives/edgar/data/732834/000119312513254906/...
Table of Contents
Fees and Expenses
We will bear expenses related to the exchange offer. Please refer to the section in this prospectus
entitled "Exchange Offer--Fees and Expenses."

Use of Proceeds
The issuance of the New Notes will not provide us with any new proceeds. We are making this
exchange offer solely to satisfy our obligations under our registration rights agreement.

Consequences of Failure to Exchange Old Notes
If you do not exchange your Old Notes in this exchange offer, you will no longer be able to require us
to register the Old Notes under the Securities Act of 1933 except in limited circumstances provided
under the registration rights agreement. In addition, you will not be able to resell, offer to resell or
otherwise transfer the Old Notes unless we have registered the Old Notes under the Securities Act of
1933, or unless you resell, offer to resell or otherwise transfer them under an exemption from the
registration requirements of, or in a transaction not subject to, the Securities Act of 1933.

In addition, after the consummation of the exchange offer, it is anticipated that the outstanding
principal amount of the Old Notes available for trading will be significantly reduced. The reduced

float may adversely affect the liquidity and market price of the Old Notes. A smaller outstanding
principal amount of Old Notes available for trading may also make the price of the Old Notes more
volatile.

U.S. Federal Income Tax Consequences
The exchange of New Notes for Old Notes in the exchange offer will not be a taxable event for U.S.
federal income tax purposes. Please refer to the section in this prospectus entitled "Material United
States Federal Tax Consequences."

Exchange Agent
We have appointed Wilmington Trust, National Association as exchange agent for the exchange offer.
You should direct questions and requests for assistance, requests for additional copies of this
prospectus or the letter of transmittal to the exchange agent addressed as follows: Wilmington Trust,
National Association, c/o Wilmington Trust Company, Corporate Capital Markets, Rodney Square
North, 1100 N. Market Street, Wilmington, DE 19890-1626. Eligible institutions may make requests
by facsimile at (302) 636-4139 and may confirm facsimile delivery by calling (302) 636-6181.

3
7 of 62
6/12/2013 9:03 AM

424b3
http://www.sec.gov/Archives/edgar/data/732834/000119312513254906/...
Table of Contents
Terms of the New Notes
The New Notes will be identical to the Old Notes except that the New Notes will be registered under the Securities Act of 1933 and will not have
restrictions on transfer, registration rights or provisions for additional interest. The New Notes will evidence the same debt as the Old Notes, and the same
indenture dated April 5, 2013 (the "Indenture") among the Company, Banner Pipeline Company, L.L.C., CLR Asset Holdings, LLC and Wilmington Trust, National
Association (a national banking association), as trustee (the "Trustee"), that governs our Old Notes will govern the New Notes.
The following summary contains basic information about the New Notes and is not intended to be complete. It does not contain all information that may be
important to you. For a more complete understanding of the New Notes, please refer to the section entitled "Description of Notes" in this prospectus.

Issuer
Continental Resources, Inc.

Securities Offered
$1.5 billion aggregate principal amount of 4 1/2% Senior Notes due 2023.

Maturity
April 15, 2023.

Interest Payment Dates
Interest on the New Notes will be paid semi-annually in arrears on April 15 and October 15 of each
year commencing on October 15, 2013.

Guarantees
The payment of the principal, premium, if any, and interest on the New Notes will be fully and
unconditionally guaranteed on a senior unsecured basis by Banner Pipeline Company, L.L.C., and
CLR Asset Holdings, LLC, which have insignificant assets with no current value and no operations,
and by certain of our future restricted subsidiaries. Any guarantees will be unsecured senior
indebtedness of our subsidiary guarantors and will have the same ranking with respect to the
indebtedness of our subsidiary guarantors as the New Notes will have with respect to our
indebtedness. For the purposes of the Indenture, 20 Broadway Associates LLC has been designated
an unrestricted subsidiary and, as such, will not guarantee the New Notes. See "Description of
Notes--Guarantees."

The guarantee of each subsidiary guarantor will be a senior unsecured obligation of such subsidiary
guarantor and will rank equally in right of payment to all of such subsidiary guarantor's existing and
future senior indebtedness. The guarantee of each subsidiary guarantor will rank senior in right of

payment to all of such subsidiary guarantor's future subordinated indebtedness. The guarantee of
each subsidiary guarantor will be effectively subordinated to such subsidiary guarantor's existing
and future secured debt and other secured obligations to the extent of the value of the assets securing
such debt and other obligations.

At March 31, 2013, the total assets and total liabilities of our non-guarantor subsidiary were

approximately $25.4 million and $26.9 million, respectively. For the three months ended March 31,
2013, our

4
8 of 62
6/12/2013 9:03 AM

424b3
http://www.sec.gov/Archives/edgar/data/732834/000119312513254906/...
Table of Contents
non-guarantor subsidiary generated approximately $0.2 million and $1.3 million of revenues and

pre-tax loss, respectively, and for the year ended December 31, 2012 our non-guarantor subsidiary
generated approximately $1.3 million and $1.3 million of revenues and pre-tax loss, respectively.

Ranking
The New Notes will be our senior unsecured obligations and will rank equally in right of payment to
all of our existing and future senior indebtedness. The New Notes will rank senior in right of
payment to all of our future subordinated indebtedness. The New Notes will be effectively
subordinated to our existing and future secured debt and other secured obligations (including under
our existing revolving credit facility and any other credit facility or commercial paper facility that
we may enter into from time to time in the future), to the extent of the value of the assets securing
amounts outstanding under such facilities. The New Notes also will be structurally subordinated to
the rights of creditors and preferred security holders of our subsidiaries that do not guarantee the
notes. Our subsidiary, 20 Broadway Associates LLC, has been designated as an unrestricted
subsidiary for purposes of the Indenture governing the Notes and, as such, will not guarantee the
New Notes, and one or more future subsidiaries may not guarantee the New Notes. See "Description
of Notes--Ranking."

After giving effect to the application of the net proceeds of the offering of the Old Notes, as of March

31, 2013:

· we and our guarantors, Banner Pipeline Company, L.L.C. and CLR Asset Holdings, LLC, would

have had an aggregate of $4.4 billion of senior indebtedness outstanding and no secured debt
outstanding; and

· our subsidiary that will not guarantee the Notes, 20 Broadway Associates LLC, would have had

approximately $19.9 million of indebtedness.

Optional Redemption
At any time prior to January 15, 2023, we may redeem the New Notes, in whole or in part, pursuant
to a "make-whole" call, plus accrued and unpaid interest, if any, to, the redemption date.

At any time on or after January 15, 2023 (three months prior to the maturity date of the New Notes),
we may redeem the New Notes, in whole or in part, at a redemption price equal to 100% of the

principal amount of the New Notes being redeemed, plus accrued and unpaid interest, if any, to the
redemption date.

See "Description of Notes--Optional Redemption."

Restrictive Covenants
The Indenture governing the Notes contains covenants that limit our ability and certain of our
subsidiaries' ability to:

· create liens securing certain indebtedness;

· enter into certain sale-leaseback transactions; and

· consolidate, merge or transfer assets.

5
9 of 62
6/12/2013 9:03 AM

424b3
http://www.sec.gov/Archives/edgar/data/732834/000119312513254906/...
Table of Contents
The covenants are subject to a number of important exceptions and qualifications, including an

exception relating to liens securing certain credit facilities, which are described under "Description
of Notes--Certain Covenants."

Mandatory Offers to Purchase
Upon the occurrence of a change of control, holders of the New Notes will have the right to require us to purchase all or a portion of the New Notes at a price
equal to 101% of the principal amount, together with any accrued and unpaid interest to the date of purchase. In connection with certain sale/leaseback
transactions, we will be required to use the Excess Proceeds, as defined in "Description of Notes--Certain Covenants--Limitation on Sale/Leaseback
Transactions," of the sale/leaseback transaction to make an offer to purchase the Notes at 100% of the principal amount, together with any accrued and unpaid
interest to the date of purchase. See "Description of Notes--Change of Control" and "Description of Notes--Certain Covenants--Limitation on Sale/Leaseback
Transactions."

Limited Public Market for the New Notes
The New Notes generally will be freely transferable, but will also be securities for which the public
market may be limited. There can be no assurance as to the development, persistence or liquidity of
any market for the New Notes. We do not intend to apply for a listing of the New Notes on any
securities exchange or any automated dealer quotation system.

Risk Factors
The New Notes involve risks. See "Risk Factors" beginning on page 8 for a discussion of certain
factors you should consider in evaluating an investment in the New Notes.

6
10 of 62
6/12/2013 9:03 AM