Northern Oil and Gas, Inc. Announces Additional $22.8 Million Stock for Notes Exchange
June 20 2018 - 7:00AM
Business Wire
Northern Oil and Gas, Inc. (NYSE American: NOG) today announced
that it has entered into two additional independent, separately
negotiated exchange agreements with institutional holders (the
“Investors”) of its 8% senior unsecured notes due 2020 (the
“Notes”). Together the new agreements represent a debt reduction of
$22,807,000 par value of Notes. Combined with the exchange
transactions announced last week, Northern has now entered into
agreements to retire $43,757,000 of its remaining Notes.
In one of the new exchanges for the Notes, representing
$19,807,000 of par value, Northern will issue 6,582,018 shares of
common stock to the Investor. In exchange for certain guarantees,
the Investor has agreed to a one year lock-up period, subject to
certain exceptions.
In the other exchange for the Notes, representing $3,000,000 of
par value, Northern will issue 1,012,652 shares of common stock to
the Investor. In exchange for certain guarantees, the Investor has
agreed to a 90 day lock-up period, subject to certain
exceptions.
MANAGEMENT COMMENT
“With our recent series of exchange transactions, we have
lowered annual fixed charges by more than $3.5 million per year,
permanently,” said Nick O’Grady, Northern’s Chief Financial
Officer. “With these exchanges, and other recent steps to further
reduce debt, we have continued to strengthen our balance sheet
without accessing the capital markets.”
This announcement is neither an offer to exchange nor a
solicitation of an offer to exchange any securities. The exchanges
are exempt from registration under Section 3(a)(9) of the
Securities Act of 1933.
ABOUT NORTHERN OIL AND GAS
Northern Oil and Gas, Inc. is an exploration and production
company with a core area of focus in the Williston Basin Bakken and
Three Forks play in North Dakota and Montana.
More information about Northern Oil and Gas, Inc. can be found
at www.NorthernOil.com.
SAFE HARBOR
This press release contains forward-looking statements regarding
future events and future results that are subject to the safe
harbors created under the Securities Act of 1933 (the “Securities
Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”).
All statements other than statements of historical facts included
in this release regarding Northern’s financial position, business
strategy, plans and objectives of management for future operations,
industry conditions, and indebtedness covenant compliance are
forward-looking statements. When used in this release,
forward-looking statements are generally accompanied by terms or
phrases such as “estimate,” “project,” “predict,” “believe,”
“expect,” “continue,” “anticipate,” “target,” “could,” “plan,”
“intend,” “seek,” “goal,” “will,” “should,” “may” or other words
and similar expressions that convey the uncertainty of future
events or outcomes. Items contemplating or making assumptions about
actual or potential future sales, market size, collaborations, and
trends or operating results also constitute such forward-looking
statements.
Forward-looking statements involve inherent risks and
uncertainties, and important factors (many of which are beyond
Northern’s control) that could cause actual results to differ
materially from those set forth in the forward-looking statements,
including the following: changes in crude oil and natural gas
prices, the pace of drilling and completions activity on Northern’s
properties, Northern’s ability to acquire additional development
opportunities, changes in Northern’s reserves estimates or the
value thereof, general economic or industry conditions, nationally
and/or in the communities in which Northern conducts business,
changes in the interest rate environment, legislation or regulatory
requirements, conditions of the securities markets, Northern’s
ability to raise or access capital, changes in accounting
principles, policies or guidelines, financial or political
instability, acts of war or terrorism, and other economic,
competitive, governmental, regulatory and technical factors
affecting Northern’s operations, products, services and prices.
Northern has based these forward-looking statements on its
current expectations and assumptions about future events. While
management considers these expectations and assumptions to be
reasonable, they are inherently subject to significant business,
economic, competitive, regulatory and other risks, contingencies
and uncertainties, most of which are difficult to predict and many
of which are beyond Northern’s control. Northern does not undertake
any duty to update or revise any forward-looking statements, except
as may be required by the federal securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20180620005398/en/
Northern Oil and Gas, Inc.Nicholas O’Grady, 952-476-9800Chief
Financial Officernogrady@northernoil.com
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