Northern Oil and Gas, Inc. Announces Expansion of Senior Secured Credit Facility and Launch of Consent Solicitation
October 21 2019 - 9:47PM
Business Wire
Northern Oil and Gas, Inc. (NYSE American: NOG) (“Northern”)
today announced that it has launched a consent solicitation (the
“Consent Solicitation”) seeking consents from holders of at least a
majority of its outstanding 8.50% Senior Secured Second Lien Notes
due 2023 (the “Notes”) to amend the indenture (the “Indenture”)
governing the Notes (the “Proposed Amendments”). The Consent
Solicitation is underpinned by strong support from a substantial
portion of holders of the outstanding Notes. In addition, Northern
has launched a newly amended and expanded $800 million Senior
Secured Revolving Credit Facility (the “Credit Facility”). Northern
has engaged Wells Fargo Securities as Left Lead Arranger,
Bookrunner and Administrative Agent. Wells Fargo Securities has
obtained lender commitments to the Credit Facility for
substantially more than $800 million to date, subject to customary
closing conditions.
HIGHLIGHTS
- The Proposed Amendments to the Indenture will, among other
things, allow for expansion of the Credit Facility and provide
materially greater flexibility for capital allocation.
- The $800 million Credit Facility will provide substantially
enhanced liquidity to support the continued consolidation of
non-operated assets in the Williston Basin.
- The new Credit Facility will also provide greatly expanded
capability to retire up to $200 million of additional Notes in the
future, subject to customary retirement conditions.
- Pro forma for all fees and transaction costs, Northern expects
a decrease in total debt upon closing of the Credit Facility and
completion of the Consent Solicitation and related
transactions.
- Northern expects substantial reductions in fixed charges
post-transactions.
MANAGEMENT COMMENT
“Despite an incredibly challenging backdrop for the industry and
the bank lending market, the oversubscription of commitments to
expand our revolver are a testament to the strength of our
underlying producing asset base and excellent hedging program,”
commented Northern’s President, Nick O’Grady. “Upon successful
consent, Northern will exit this transaction better positioned for
debtholders and shareholders alike, with less net debt, materially
lower fixed charges as well as increased free cash flow, and in a
position to return capital to its shareholders.”
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.
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, as amended, and
the Securities Exchange Act of 1934, as amended. 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: Northern’s ability to complete the
transactions described in this press release, 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, including as a condition to any transaction with its
bondholders, 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. These and other applicable
risks and uncertainties have been described more fully in
Northern’s Annual Report on Form 10-K filed with the SEC on March
18, 2019 and in Northern’s subsequent SEC filings. 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/20191021005897/en/
Nicholas O'Grady 952-476-9800 ir@northernoil.com
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