Northern Oil & Gas, Inc. Announces Successful Completion of Exchange Offer, Tender Offer, Subscription Offer & Consent Solici...
November 20 2019 - 4:25PM
Business Wire
Northern Oil and Gas, Inc. (NYSE American: NOG) (“Northern”)
today announced (i) the successful completion of its previously
announced consent solicitation (the “Consent Solicitation”) with
respect to its 8.50% Senior Secured Second Lien Notes due 2023 (the
“Notes”) to approve certain amendments (the “Proposed Amendments”)
to the indenture governing the Notes (the “Indenture”) and (ii) the
final results of its previously announced exchange, tender and
subscription offers (the “Offers”).
CONSENT SOLICITATION In connection with the Consent
Solicitation, Northern has received the consents (“Consents”) from
holders of over 99% of the aggregate principal amount of Notes
outstanding to the Proposed Amendments and corresponding changes to
the Intercreditor Agreement in each case, as described in the
Confidential Exchange and Tender Offer Statement and Consent
Solicitation Statement and Offering Memorandum (as supplemented,
the “Offering Memorandum”). The Consent Solicitation expired at
5:00 p.m., New York City time, on November 14, 2019.
Accordingly, Northern expects to execute the third supplement to
the Indenture (the “Supplemental Indenture) effecting the Proposed
Amendments and to make the cash payment of $15 per $1,000 principal
amount of Notes for which Consents were delivered (the “Consent
Fee”) on November 21, 2019.
FINAL RESULTS The table below sets forth the final
summary of tenders and consents validly received and not withdrawn
as of 11:59 p.m., New York City time on November 18, 2019 (the
“Expiration Time”), according to D.F. King & Co, Inc. Northern
expects to make the payment of the tender consideration equal to
$1,060 per $1,000 principal amount of Notes tendered and accepted
for purchase (the “Tender Consideration”) and the exchange
consideration equal to 10.60 shares of Preferred Stock per $1,000
principal amount of Notes tendered and accepted for exchange (the
“Exchange Consideration”) and to deliver the Preferred Stock
purchased in the subscription offer (the “Subscribed Shares”) on
November 21, 2019. Northern’s obligation to accept previously
tendered Notes and pay holders the Tender Consideration and
Exchange Consideration and issue the Subscribed Shares is subject
to the terms and conditions described in the Offering
Memorandum.
Principal Amount Outstanding
Principal Amount of Notes
Tendered at or prior to the Expiration Time
Percentage of Notes Tendered
Option 1
$144,839,977
21.04%
Option 2
$237,595,701
34.51%
Option 3
$3,353,354
0.49%
Option 4
$301,812,499
43.84%
TOTAL
$688,491,399
$687,601,531
99.87%
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer,
solicitation or sale will be made in any jurisdiction in which such
an offer, solicitation or sale would be unlawful.
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, 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/20191120005941/en/
Nicholas O’Grady President and Chief Financial Officer (952)
476-9800 ir@northernoil.com
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