Northern Oil and Gas, Inc. (NYSE American: NOG) (“Northern” or
the “Company”) today announced that it has increased the consent
fee with respect to its previously announced solicitation of
consents from holders of the Company’s 8.50% Senior Secured Second
Lien Notes due 2023 (the “Notes”) to approve certain proposed
amendments (the “Proposed Amendments”) to the indenture under which
the Notes were issued (the “Consent Solicitation"). The consent fee
for the Consent Solicitation has been increased from $10 per $1,000
principal amount of Notes to $15 per $1,000 principal amount of
Notes (as so increased, the “Consent Fee”) for which a holder
validly delivers (and does not validly revoke) consent.
In addition, the Company announced that it has extended the time
and date by which (1) holders of Notes must validly tender (and not
validly withdraw) their Notes in the previously announced exchange
offer (the “exchange offer”) and/or tender offer (together with the
exchange offer, the “Offers”) or validly deliver (and not validly
revoke) their consents to be eligible to receive the Consent Fee
(such time and date, as extended and as the same may be further
extended, the “Early Participation Deadline”) and (2) Notes validly
tendered pursuant to the Offers may be withdrawn and consents
validly delivered may be revoked (such time and date, as extended
and as the same may be further extended, the “Withdrawal
Deadline”), in each case, to 5:00 p.m., New York City time, on
November 5, 2019.
The Company also announced that it is modifying certain of the
Proposed Amendments to, among other things, (1) provide that the
Company’s capacity to make restricted payments will not be
increased by the amount of Notes exchanged in the exchange offer
and (2) in connection with making certain restricted payments,
require the Company to retire or offer to repurchase Notes up to an
aggregate principal amount of $50.0 million, each as set forth in
Supplement No. 2, dated November 4, 2019, to the Confidential
Exchange and Tender Offer Statement and Consent Solicitation
Statement and Offering Memorandum, dated October 21, 2019 (as
supplemented, and as it may be further supplemented and amended
from time to time, the “Offering Memorandum”).
As of 5:00 P.M., New York City time, on November 1, 2019,
holders of approximately 44% of the outstanding Notes had delivered
consents to the Proposed Amendments.
AVAILABLE DOCUMENTS AND OTHER DETAILS
D.F. King & Co., Inc. (“DF King”) is the Exchange and Tender
Agent for the exchange offer and tender offer and the Information
Agent for the Consent Solicitation. Holders may obtain copies of
the Offering Memorandum from DF King by telephone at (800) 967-4617
or by email at NOG@dfking.com.
The complete terms and conditions of the Offers are set forth in
the Offering Memorandum. This announcement is for informational
purposes only and is not an offer to purchase, or the solicitation
of an offer to sell, the Notes or any other security of the
Company. The Offers may only be made pursuant to the terms of the
Offering Memorandum. The Offers are not being made, and Consents
are not being solicited, in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdictions.
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, 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, 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/20191104005272/en/
Nicholas O’Grady President and Chief Financial Officer (952)
476-9800 ir@northernoil.com
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